Terms of Services for Paypal

(a) Either Party may terminate this Agreement upon two (2) calendar days written notice of a material breach by the other Party, provided such breach is not cured within such ten day period.

(b) Either Party may terminate this Agreement effective immediately by providing written notice to the other Party if the other Party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it, or admits in writing its inability to pay its debts as they mature, or if a receiver is appointed for a substantial part of its assets.

(c) Upon termination of this Agreement for any reason, any licenses granted herein shall terminate, PCI shall remove the Contact Page from its websites and cease providing Leads to Client. In addition, all Fees earned pursuant to this Agreement prior to its termination shall be paid to PCI in accordance with the terms herein and the applicable Insertion Order.

(d) The sections intended by their nature to survive shall survive termination or expiration of this Agreement.

(a) PCI has developed marketing strategies designed to generate quality Leads. PCI shall generate Leads by posting information on PCI’s websites. Information to be posted may be in the form of content, images and/or copy created by PCI. Visitors to said websites who desire additional information or who desire to contact Client will be directed to a PCI Contact Page where they will provide their contact information. PCI will bill Client for each Lead, defined as a materially completed Contact Page that is submitted, filtered and considered a valid lead, subject to the terms further set forth herein regarding validity.

(b) The Contact Page will include, at a minimum:

• First Name
• Last Name
• Phone Number
• Email Address
• State
• Filters as defined in the paypal invocie, Ie. Monthly Sales $10K+, Monthly Processing of $5K or more, Specific times in business, credit rating and exclusivity, all leads are deemed without these fields unless listed on the invocie.

(a) Client shall pay in advance to PCI the specified dollar amount for Leads delivered to Client as specified in an Insertion Order or PayPal invocie (“Fees”).

(b) Client may elect to set monthly budget caps for leads in an Insertion Order or PayPal invoice and adjust the cap at any time via two (2) business days prior written notice to PCI, provided that all valid Leads properly delivered prior to receipt of such written notice by PCI will be paid by Client.

(a) Unless otherwise stated in the Insertion Order, PCI shall be responsible for the exclusive tracking for Leads for all purposes relating to this Agreement, including for determining amounts owed to PCI.

(b) A valid Lead shall be defined as a materially completed Client Contact Page with at least the first name, last name, email address and primary phone number verified as correct by a third party verification service. Leads will be delivered to Client in the form of an instant post to Client’s database, or by other agreed-upon methods. Leads accepted via post will be counted as valid leads.

(c) Client may review PCI’s Lead collection form, including the validation methodology used by PCI to assist in the prevention of invalid or incomplete data from being submitted.

(d) Client may contest the validity of a lead based on any of the following:

(e) Client will have fifteen (15) business days from the receipt of the Lead to dispute the validity of any Leads received, otherwise the Fee amounts and Leads will be considered valid by Client, subject to the other terms set forth herein regarding the validation and contesting of claims by Client.

(f) PCI shall use its best efforts to deliver Leads to Client based on delivery instructions provided by Client, resulting in Leads successfully loaded and posted in Client’s system.

(g) If a Lead referred to Client by PCI in accordance herewith is rejected by Client as an invalid Lead, Client shall be prohibited from contacting such Lead for a period of one (1) year from the date of rejection unless Client pays PCI the fees for such Lead as set forth herein.

(a) PCI shall perform the services in a diligent, skillful and professional manner consistent with the degree of skill and judgment generally exercised by professionals with respect to similar services and in accordance with the criteria set forth herein and included in any Insertion Orders.

(b) Client represents and warrants that: (a) it is, and will remain, duly authorized to operate its business as it is now conducted during the term of this Agreement; (b) it has full power and authority to enter into this Agreement; and (c) will not (i) violate any Laws. Client, will treat all non-public personal information, sales, registration, or data provided by or about a Lead through or by PCI (“Lead Data”) in accordance with all privacy laws and other applicable Laws, including, without limitation, (i) as may be applicable to the use, unauthorized access, confidentiality and security of Lead Data, and procedures relating to the foregoing, (ii) all Laws applicable to marketing and telemarketing activities. Client will maintain appropriate physical, technical and organizational measures to protect all Lead Data against accidental loss or unauthorized access, use, disclosure, alteration, or destruction. Client will notify PCI immediately in writing of any security breach regarding Lead Data.(c) EXCEPT AS OTHERWISE STATED HEREIN, ALL SERVICES PROVIDED BY PCI HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS. PCI DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAW, SECURITY, ABSENCE OF VIRUSES OR OTHER MALICIOUS SOFTWARE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FURTHERMORE, PCI DOES NOT WARRANT THAT THE USE OF PCI’S SERVICES WILL RESULT IN ANY PARTICULAR RESULTS. Each Party’s aggregate liability for any claims arising out of or relating to this Agreement, including without limitation, on account of performance or nonperformance of obligations thereunder, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise, shall in no event exceed the amounts paid to PCI BY CLIENT in the three (3) months prior to the occurrence giving rise to the claim. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL , UNDER ANY CIRCUMSTANCES, BE LIABLE IN ANY MANNER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY DELAYS, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY WAS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

(a) During the course of this Agreement, each Party may disclose to the other Party certain information (either oral, written or digital) including, but not limited to data, research, product plans, products, services, pricing, customer lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, hardware configuration information, marketing or financial data (collectively, “Confidential Information”). Confidential Information shall also include the terms of this Agreement. For purposes of this Agreement, the party disclosing the Confidential Information shall be referred to as the “Disclosing Party” and the party receiving the Confidential Information shall be the “Recipient.” Recipient agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosing Confidential Information to third parties, as each party would use to protect its own Confidential Information. Recipient shall not disclose to any third party nor permit any other person or entity access to the Disclosing Party’s Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of such party in order to perform the obligations or exercise rights under this Agreement. Each party shall ensure that its employees, agents, officers, directors, partners, or representatives are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Section. A party shall immediately notify the other party in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement.

(b) The term “Confidential Information” shall not include any information which: (a) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the Recipient; (b) the Recipient can demonstrate as already in its possession prior to disclosure hereunder or is subsequently disclosed to the Recipient with no obligation of confidentiality by a third party having the right to disclose it; or (c) is independently developed by the Recipient without reference to the Disclosing Party’s Confidential Information.

(c) Recipient may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or government agency; provided that prior to disclosure the Recipient shall, if permitted, inform the Disclosing Party of such order.

(d) Each Party agrees that its obligations in this Section are necessary and reasonable in order to protect the Disclosing Party and its business, and each Party agrees that the remedy of damages may be inadequate to compensate the Disclosing Party for any breach by the Recipient of its obligations set out under this Section. Accordingly, each Party agrees that, in addition to any other remedies that may be available, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without limiting any other rights and remedies to which the Disclosing Party may be entitled to at law, in equity or under this Agreement.

(a) The Parties shall indemnify, defend and hold harmless one another and each of its parents, subsidiaries and affiliates and each of their shareholders, members, directors, managers, officers and employees (the “Indemnitees”) from and against any and all losses, claims, damages, liabilities and expenses stemming from third-party claims or any government investigation, including reasonable costs of investigation and reasonable legal counsel fees and disbursements (“Losses”), which may be imposed upon or incurred by either party as the result of (a) any breach by the other party of any term or provision of this Agreement, including any representation or warranty contained hereunder (b) any grossly negligent or willful misconduct of the other party or (c) any violation or breach caused by either party of any Laws.

(b) Client shall further indemnify, defend, and hold harmless PCI and its officers, directors, employees, representatives, agents, subsidiaries, from and against any and all Losses arising out of or relating to the investigation and expense related to curing any security breach, intrusion, or failure caused or permitted by Client and involving Lead Data, or the provision of any notice to end users or others as a result of such security breach, intrusion, or failure involving Lead Data.

(c) The Parties shall promptly notify the other Party in writing of any and all litigation, claims, notices or demands known to the Parties, whether made against it or the other party, in connection with this Agreement. The Parties shall cooperate with the other party in the defense or handling of any claim, action or investigation relating to this Agreement. If a request for indemnification is unconditionally accepted in writing by the indemnifying Party, that indemnifying Party may elect to take up the defense and, in such event, the indemnified Party shall promptly relinquish control of the claim provided, however, that the indemnifying Party shall not settle or compromise or consent to the entry of any judgment without the consent of the indemnified Party, which shall not be unreasonably withheld. Unless and until a request for indemnification is unconditionally accepted, the party requesting indemnification may retain control of the defense or handling of the claim.

(a) All notices required under this Agreement shall be in writing and deemed given upon (i) delivery if delivered personally, (ii) within three (3) days if sent by first-class, registered or certified mail, postage prepaid, return receipt requested, (iii) upon the date of delivery if sent via overnight delivery service, or (iv) or upon the date of the confirmed/acknowledged email or fax to the contact information as contained in the Insertion Order.

(b) Either Party shall have the right to change the address or name of the person to whom such notices are to be delivered by notice to the other Party in accordance with this Section.