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LeClix, LLC - Advertiser MSA

The undersigned (Buyer) represents that he/she has the full right and authority to enter into this agreement.

This Client Services Agreement ("Agreement") is entered into by and between LeClix, LLC ("Provider") and the undersigned ("Client"), to outline the terms and conditions under which the Provider will offer services to the Client periodically. Each service request will adhere to a distinct Client Service Request Form, mutually signed and detailing the services and other request specifics, all under the purview of this Agreement ("Request Form"). In case of any discrepancy, the terms of the relevant Request Form will prevail. By this Agreement, acknowledging mutual promises and valuable considerations, the adequacy of which is hereby affirmed, both Provider and Client consent to be legally bound as follows:

Service Agreement: LeClix, LLC commits to providing specific lead data services ("Calls”)(“Leads”), as further elaborated within each Request Form for the assignment ("Services"). The Provider will deliver these Services to the Client on a non-exclusive basis, according to the stipulations of this Agreement and the relevant Request Form. This Agreement, along with all Request Forms, will govern the obligations and liabilities related to the Provider's service delivery, including, but not limited to, Calls as defined within any Request Form, and conducting advertising campaigns and promotions on behalf of the Client through billable actions (as outlined within each Request Form) ("Campaign" and collectively "Campaigns"). Each Request Form that the Client submits and the Provider accepts will be regulated by this Agreement. Discussions about any Services and/or Calls are considered estimations unless formalized in a document, addendum, or Request Form, signed by both parties.

Service Requirements: The Provider agrees to undertake and fulfill the Services as mutually decided in the applicable Request Form(s). The Client acknowledges and agrees that the Provider may use subcontractors to deliver the Services, provided that the Provider remains accountable for Service completion. The Client is responsible for supplying and/or approving all advertising content for generating inbound Calls to be directed to the Client, as well as any scripts for call centers or other entities engaged by the Provider to initially receive and screen such Calls.

Minimum Offer Requirements for Campaign Viability Clause: In order to ensure the highest levels of service quality and campaign viability, the Advertiser agrees to maintain a minimum threshold of concurrent phone line availability during applicable business hours, as specified for each campaign the Advertiser is participating in. This threshold is vital for managing the volume of calls generated by the campaign(s) effectively and ensures that potential customers receive timely and efficient responses.

The specific minimum threshold requirements will be outlined in the campaign details provided to the Advertiser at the onset of each campaign or upon any significant campaign adjustments. The Advertiser acknowledges that the ability to meet or exceed these minimum requirements is crucial for the campaign's success and the overall satisfaction of the end customers.

Failure to meet the specified minimum threshold of phone line availability may result in a reassessment of the Advertiser's participation in the campaign, including, but not limited to, adjustments to call routing, temporary suspension, or termination of the campaign. Such actions will be taken to preserve the integrity and effectiveness of the campaign and ensure the best possible outcomes for all stakeholders.

The Advertiser commits to regular reviews of campaign performance and will collaborate with LeClix, LLC to make any necessary adjustments to meet or exceed the minimum threshold requirements. This commitment is part of the Advertiser's broader responsibility to engage actively in the campaign's success and uphold the quality standards set forth by LeClix, LLC.

Term &Termination:This Agreement commences on the signing date by both parties and continues as long as the Provider furnishes Calls to the Client. Either party may terminate this Agreement with Seven (7) days’ advance written notice. However, termination does not exempt the Client from fulfilling payment obligations for services rendered or agreed upon in any Request Form before the termination date. The payable amount upon termination will be due immediately.

Compliance with Telemarketing Laws: Both parties commit to adhering to all applicable U.S. laws and regulations relevant to telemarketing activities, including but not limited to the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, and the FTC’s Telemarketing Sales Rule.

Email Marketing Compliance and Execution
a. Compliance with Laws: Both Parties agree to fully comply with all applicable laws and regulations regarding email marketing, including but not limited to the CAN-SPAM Act of 2003, GDPR (General Data Protection Regulation) for European Union citizens, and any other relevant data protection laws. This compliance includes, but is not limited to, obtaining all necessary consents before sending emails, providing clear and conspicuous opt-out mechanisms, and ensuring accurate sender information is included in every email communication.

b. Content and Execution: The Client is responsible for providing, and/or approving all content used in email marketing campaigns initiated by LeClix, LLC on the Clients behalf. This includes ensuring that the content is not misleading, complies with all applicable laws, and aligns with the best practices of email marketing. LeClix, LLC will execute email marketing campaigns based on agreed-upon strategies and within the parameters set forth in the relevant Request Form(s).

c. Performance Monitoring and Reporting: LeClix, LLC shall provide regular reports to the Client detailing the performance of email marketing campaigns, including metrics such as open rates, click-through rates, conversion rates, and any other relevant data as agreed upon in the Request Form(s). Both parties will collaborate to review campaign performance and make necessary adjustments to strategies to achieve the Client's marketing objectives.

d. Data Protection and Privacy: LeClix, LLC will ensure that all email lists and customer data used in email marketing campaigns are securely stored and protected against unauthorized access. The use of such data will be in strict compliance with this Agreement's confidentiality and data protection provisions.

e. Indemnification for Email Marketing: The Client agrees to indemnify and hold harmless LeClix, LLC from any claims, damages, penalties, liabilities, or expenses arising from the content of the emails sent as part of the marketing campaigns or any breach of this email marketing clause by the Client.

Fees and Payments
a. Payment Terms: All clients of LeClix, LLC are automatically placed on a "Net" payment term basis. Payments for leads, calls, and marketing services delivered in the preceding week are due weekly, every Tuesday following the week of service delivery.

b. Invoice and Payment Schedule: LeClix, LLC will issue invoices for services rendered during the previous week. Clients are expected to settle these invoices in full by 12:00 noon on the due date specified in the invoice. Payment timeliness is critical to maintaining an effective and continuous service provision.

c. Late Payments: Invoices not paid by the specified due time may incur a late fee. Late payments can result in a temporary suspension of services until the outstanding balance is settled. LeClix, LLC reserves the right to assess and impose a late fee of 10% per week on any overdue amounts, or the maximum rate permissible under applicable law, whichever is lower.

d. Disputed Charges: In the event of a dispute concerning any invoiced charge, the Client must notify LeClix, LLC in writing within seven (3) days of the invoice date, detailing the reasons for the dispute. The entirety of the invoice shall be paid by the due date to avoid any service interruption, until properly assessed disputes are resolved and agreed upon.

e. Payment Modifications: Any changes to the payment terms, including adjustments to the net terms or the scheduled pay day, must be agreed upon in verbally or in writing between the Client and LeClix, LLC. LeClix, LLC is committed to flexibility and will work with clients to accommodate reasonable requests for payment term adjustments to foster a collaborative and long-term business relationship.

f. Payment Methods: Payments are to be made in U.S. Dollars via methods agreed upon by both parties, which may include bank transfer, credit card, or other electronic payment methods conducive to timely and efficient settlement of invoices through QuickBooks payments and invoicing.

Warranties and Disclaimers:
A. Both parties certify that they are authorized to enter this Agreement and will comply with all relevant laws and regulations in their performance. • B. The Provider guarantees it has the authority to provide the Calls and that this Agreement does not infringe on any other commitments.

Ownership and Use of Advertising Materials and Assets
a. Ownership: All advertising creatives, ad copy, owned and operated web assets, and any other materials created or used by LeClix, LLC for the purpose of advertising offers related to the Client's business, including but not limited to graphics, text, multimedia information, and proprietary software, are the exclusive property of LeClix, LLC. This includes any materials developed in collaboration with or provided by the Client for the purpose of executing advertising campaigns.

b. Prohibited Use:The Client is expressly prohibited from using, copying, replicating, distributing, altering, or creating derivative works from any part of the advertising materials and assets shared or created by LeClix, LLC, in part or in whole, without the explicit written consent of LeClix, LLC. This restriction applies during the term of this Agreement and indefinitely thereafter.

c. Confidentiality of Assets: The Client acknowledges that the advertising materials and assets provided by LeClix, LLC contain valuable trade secrets and confidential information. The Client agrees to maintain the confidentiality of all such materials and assets and to prevent any unauthorized use, disclosure, or dissemination thereof.

d. Remedies for Unauthorized Use: Any unauthorized use, replication, or misappropriation of advertising materials and assets by the Client will constitute a breach of this Agreement and infringement of LeClix, LLC's intellectual property rights, entitling LeClix, LLC to pursue all available legal remedies, including but not limited to injunctive relief, compensation for damages, and recovery of any profits made from such unauthorized use.

e. Return or Destruction upon Termination: Upon termination or expiration of this Agreement, the Client must cease all use of advertising materials and assets owned by LeClix, LLC and, at the discretion of LeClix, LLC, either return or destroy all such materials and assets in the Client's possession or control.

C. The Client assures its use of Calls will be lawful and in line with industry standards and that by entering this Agreement, it does not violate any other agreement. The Client also pledges to use all Call Data provided by the Provider in a legal manner, to comply with all applicable laws in fulfilling commitments to consumers, and to maintain adequate security measures to protect all provided data from loss or unauthorized access.

Indemnification: Each Party shall defend, indemnify, and hold the other and its officers, directors, employees, and agents harmless from any losses, damages, liabilities, expenses, and claims, including reasonable attorneys' fees, arising out of or related to their breach of this Agreement, violation of laws, or negligence. Specifically, the Client shall indemnify LeClix, LLC for losses arising from the Client’s use of Calls, content provision, and any claims related to the products or services offered by the Client. Immediate notification is required for any indemnifiable claim, with the indemnifying Party controlling the defense, subject to the indemnified Party's right to participate with its counsel.

Publicity: Neither Party will use the other's trademarks, service marks, or name without prior written consent for any publicity or marketing purposes. However, LeClix, LLC and its subcontractors are permitted to use the Client’s marks as necessary to fulfill the Services outlined in this Agreement and any applicable Request Forms.

Limitation of Liability: Neither Party will be liable for indirect, special, incidental, or consequential damages arising out of this Agreement. Each Party's total liability is limited to the amount paid by the Client to LeClix, LLC under the applicable Request Form(s). This limitation applies to the fullest extent permitted by law and survives despite any remedy's failure.

Confidentiality: Both Parties agree to maintain the confidentiality of all non-public information received, using care to prevent its disclosure. Confidential Information does not include information already known, independently developed, publicly available, or lawfully received from third parties. Upon termination or expiration, confidential information shall be returned or destroyed. Breach of this provision entitles the non-breaching Party to injunctive relief and any other legal remedies.

Non-Circumvention: For two years post-termination, the Client agrees not to bypass LeClix, LLC by directly engaging with any third parties introduced or made available by LeClix, LLC without written consent. Violation entitles LeClix, LLC to injunctive relief and liquidated damages equivalent to fees paid to third parties over 24 months from the violation start date. • Relationship of the Parties: LeClix, LLC acts as an independent contractor. This Agreement does not create a partnership or joint venture. Engagement of third parties by LeClix, LLC for advertising and Call generation on behalf of the Client does not alter this independent contractor relationship.

Notices: Notices must be written and will be deemed given when delivered by hand, mail, express delivery, or email with confirmation of receipt, to the addresses specified in the most recent Request Form or as otherwise designated in writing.

Assignment and Binding Effect: This Agreement benefits and binds the Parties and their successors and assigns, but may not be assigned by either Party without the other's written consent, not to be unreasonably withheld.

Amendments and Waivers: Amendments and waivers must be in writing and signed by both Parties. A waiver by either Party of any term or condition shall not be construed as a waiver of any subsequent breach.

Force Majeure: Neither Party is responsible for delays or failures in performance resulting from acts beyond their control. Affected Parties shall use reasonable efforts to mitigate the impact of such events.

Governing Law and Jurisdiction: This Agreement is governed by the laws of the State of California. Disputes will be resolved in the courts of Los Angeles County, California, with both Parties waiving any right to a jury trial.

Attorneys’ Fees: In legal actions to enforce this Agreement, the prevailing Party is entitled to reasonable attorneys’ fees and costs. • Headings: Section headings are for reference only and do not define, limit, construe, or describe the scope or extent of such section.

Survival: Provisions by their nature intended to survive termination or expiration of this Agreement shall so survive.

Severability: If any provision is found unenforceable, it shall be modified to reflect the Parties' intention, and remaining provisions will remain in effect.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding its subject matter, superseding all prior agreements or understandings, and can only be modified by a written amendment signed by both Parties.