REI Lead Pros

Terms and Conditions

1. Fees and Expenses. For the Services to be performed hereunder, Customer shall pay to Service Provider the fees as provided on Exhibit A (the "Fee") within thirty (30) days of the date of Service Provider's invoice. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer. In addition, the Service Provider shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed fees when due hereunder and such failure continues for 3 days following written notice thereof.

2. Confidentiality. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within 30 days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this 4 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

3. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter or a period of 12 months (the "Initial Term") unless sooner terminated as provided herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for an additional twelve months unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"), or unless sooner terminated as provided herein. If the Term is renewed for any Renewal Term pursuant to this Section, the terms and conditions of this Agreement during such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the fees payable hereunder by Customer during the applicable Renewal Term.   Notwithstanding anything to contrary herein, this Agreement may be terminated before the expiration date of the Term on written notice either Party, by either Party, if the other Party materially breaches any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within fifteen (15) days after the breaching Party's receipt of written notice of such breach.

4. Cancelation Policy. To facilitate a smooth cancellation process, Service Provider has implemented a cancellation policy. If you wish to cancel Service Provider's services, Service Provider kindly requests that Customer submits its cancellation request in writing to your Account Campaign Manager no later than 30 days prior to Customer's next billing date. Please note that no refunds will be issued if the cancellation notice is submitted later than 30 days prior to the next billing cycle. Our dedicated customer support team is here to assist you in this process and address any concerns you may have.

Because of Service Provider's time and effort to set up the Customer on Service Provider's system, the Customer agrees and acknowledges that the Sign -up Fee is non-refundable.  If the Customer cancels within the Term of this Agreement, the Service Provider shall not refund the Sign up Fee disclosed in the “Fees” schedule of this Agreement. Both the Customer and the Service Provider agree to cooperate as best as they can to have a smooth onboarding and offboarding transition processes, and in case the offboarding transition takes more than the mentioned 30 days mentioned in this Section 6, the Service Provider agrees to support the Customer the best they can to ensure a smooth transition period beneficial for both Parties.

5. Limitation of Liability. All services are provided “as is” without any warranty whatsoever, including, without limitation, any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; or

(c) warranty against infringement of intellectual property rights of a third party; whether expressed or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Except as expressly set forth herein, in no event shall Service Provider be liable to Customer or to any third party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Service Provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. in no event shall Service Provider’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid or payable to Service Provider in the six-month period preceding the event giving rise to the claim.

6. Indemnification. Each Party (an "Indemnifying Party") shall indemnify, hold harmless, and defend the other Party and its managers, members, officers, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of any third-party claim alleging (a) any negligent or more culpable act or omission of Indemnifying Party or its personnel (including any reckless or willful misconduct); (b) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its personnel (including any reckless or willful misconduct); or (c) any failure by Indemnifying Party to materially comply with any applicable federal, state, or local laws, regulations, or codes.  Notwithstanding anything to the contrary in this Agreement, Indemnifying Party is not obligated to indemnify, hold harmless or defend Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from, in whole or in part, Indemnified Party's: (a) negligence or more culpable act or omission (including recklessness or willful misconduct); (b) failure to comply with any of its obligations set forth in this Agreement;(or) (c) use of the Services in any manner not otherwise authorized under this Agreement.

7. Non-Competition; Non-Solicitation (a) During the Term of this Agreement, and for a period of twenty-four (24) months immediately following the termination of this Agreement, regardless of reason or cause, or by whom it is terminated (the “Restricted Period”), neither Party shall, nor shall they permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the other Party or encourage any employee to leave the other Party’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees.

2. During the Restricted Period, neither Party shall, nor shall they permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the other Party or potential clients or customers of the other Party for purposes of diverting their business or services from the other Party which are similar to services of the other Party.  The foregoing restrictions shall not apply if a client or customer of a Party independently seeks to engage the other Party or is currently a customer of the other Party.
3. Each Party acknowledges that a breach or threatened breach of this Section 9 would give rise to irreparable harm to the other Party, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by them of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
4. Each Party acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the other Party and constitute a material inducement to the other Party to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 9 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction or any governmental order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law or such governmental order. The covenants contained in this Section 9 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. For purposes of this Agreement, "Affiliates" of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise

8. Miscellaneous. Each Party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses set forth above. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of Texas without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; AND (C)

WAIVES ANY RIGHT TO TRIAL BY JURY. The rights and obligations of the Parties of any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Service Provider. Any purported assignment or delegation in violation of this Agreement shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service Provider's assets without Customer's consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise.