Master Subscription Agreement – Market Qualified Leads

This MQL Data Agreement (“Agreement”) is entered into by and between LeadCrunch, Inc. (dba Rev) (“Company”), a Delaware corporation, and the customer identified in the Order Form referencing this Agreement (“Customer”). Company and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.

 

 

1. DEFINITIONS

 

Business Data” means Company-provided business data, including, if applicable, MQL(s) and contact data.

Customer Data” means electronic files, content, data, and other information provided by Customer to Company concerning Customer’s existing business/customers.

Market Qualified Lead” or “MQL” means a record with a name, job title, company name, company business address, a phone number, and email address of an individual who has opted to receive communications from Customer.

Order Form” means Company’s form executed by both Parties referencing the Agreement for the purchase of one or more of Company products and/or services.

Sales Development Platform” means Company’s proprietary software platform which enable users to build sales pipeline, using the creation of an Artificial Intelligence Customer Profile (“aiCP”).  

 

2. MQL CAMPAIGN

 

2.1 )  Business Data. Company will deliver to Customer the Business Data in the amounts purchased under an Order Form and in accordance with the specifications and requirements stated in such Order Form. Unless directed by the customer, MQLs will be generated by the Company using the Company’s Sales Development Platform. Company shall not provide to Customer any MQL or other Business Data for any individual who has not opted to receive marketing communications from Customer under an opt-in provided by Customer (“Opt-In”). 

2.2 )  Campaigns.  Unless otherwise stated in an Order Form, each MQL generation campaign (“Campaign”) will launch only after the explicit approval of Customer. Nonetheless, Company reserves the right to make ongoing copy changes to optimize audience response. Company shall include an Opt-In in each Campaign as directed by Customer and any failure to so include such Opt-In shall be a material breach of this Agreement. Customer shall be solely responsible for the Opt-In provided to Company for the Campaign and any liability arising out of Customer’s communications with or other relationship with the individual identified in the MQL.

2.3 )  Opt-In. If the Opt-In provided by Customer includes Customer’s name and/or logo, Customer hereby grants to Company and its affiliates and service providers a non-exclusive, royalty-free, worldwide license to use Customer’s name, trademark, service mark, and logo for purposes of fulfilling the requirements of each Order Form.

2.4 )  Service Providers.  Company may rely upon trusted third-party service providers to source and provide the Business Data. 

 

3. FEES AND PAYMENT TERMS

 

3.1 ) Fees. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form: (i) fees are based on services purchased and not actual usage; and (ii) payment obligations are non-cancelable and fees paid are non-refundable.

3.2 )  Invoicing and Payment. Customer shall pay Company all amounts due within thirty (30) days after the date of the invoice. 

3.3 )  Overdue Charges. If any charges are not received from Customer by the due date, then at Company’s discretion such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

3.4 )  Taxes. Unless otherwise stated, Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. For clarity, Company is solely responsible for taxes assessable against Company based on our income, property and employees.

3.5 )  Currency. All payments must be made in U.S. Dollars.

 

4. CUSTOMER DATA

 

Company does not claim ownership rights in any Customer Data. Except for what is expressly stated below, there is no right, title, or interest in the Customer Data granted or transferred to any Party. Customer hereby grants to Company and its affiliates a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit and create derivative works of the Customer Data, in each case solely for purposes of providing the Service to Customer. Customer represents and warrants that it has the rights and licenses necessary to grant the rights in this Section and to otherwise provide Customer Data to Company in connection with use of the Service and that the receipt and use of Customer Data by Company in accordance with this Agreement will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations, or rights of any Party under applicable law.

 

5. CONFIDENTIALITY

 

5.1 )  Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (i) is or becomes known to the general public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.

5.2 )  Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose other than as is necessary to perform its obligations or exercise its rights under this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

5.3 )  Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

 

6. WARRANTIES; DISCLAIMER

 

6.1 )  Company Warranties. Company warrants that (i) it has validly entered into this Agreement and has the legal power to do so, (ii) the Service shall perform materially in accordance with the Order Form, and (iii) the functionality of the Service will not be materially decreased during a Subscription Term. For any breach of a warranty above, Customer’s exclusive remedy shall be as provided in Section 9.2 (Termination for Cause) below.

6.2 )  Customer Warranties. Customer represents and warrants that (i) it has validly entered into this Agreement and has the legal power to do so, (ii) the execution of this Agreement does not violate any other agreement to which Customer is bound, and (iii) Customer will comply with all applicable laws, rules, and regulations in using the Service (including those regarding privacy and email marketing).

6.3 )  Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT Y MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE MQL, BUSINESS DATA AND/OR ANY COMPANY SERVICE. CUSTOMER ACKNOWLEDGES THAT IT HAS RECEIVED NO ASSURANCES FROM COMPANY THAT IT WILL EARN ANY PARTICULAR AMOUNT OF MONEY, NEW CLIENTS OR LEADS BY USING THE SERVICE OR BUSINESS DATA OR THAT IT WILL RECOUP ANY EXPENDITURE MADE IN FULFILLMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT. COMPANY MAKES NO WARRANTY AND/OR ASSURANCES IN RESPECT OF MQLs RESPONSE TO CUSTOMER.

 

7. INDEMNIFICATION

 

7.1 )  By Company. Company will defend against any suit or other proceeding (“Claim”) brought against Customer or its directors, managers, or employees to the extent caused by Company’s failure to obtain the Opt-In for any Business Data provided by Company to Customer and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim, including any award in final judgment against or paid in settlement by Customer. Customer shall provide Company with prompt written notice of any indemnifiable Claim. Company shall have sole authority to defend or settle the Claim at the option of Company with counsel of Company’s choosing. If Company assumes control of the defense of such Claim, it shall permit Customer to participate in the suit in an advisory capacity at its own expense and Customer shall cooperate with Company.

7.2 )  By Customer.  Customer will defend against any Claim brought against Company or its affiliates, their respective directors, managers, or employees to the extent that it is based upon a third-party claim (i) that the Customer Data infringes any copyright, patent, trademark, trade secret or another intellectual property right of such third-party or (ii) arising from Customer’s breach of this Agreement, applicable Order Form, or violation of law, rule or regulation or breach of any contractual obligation to a third-party (including any third-party marketing platform terms of use) and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim, including any award in final judgment against or paid in settlement by the indemnified Party. Company shall provide Customer with prompt written notice of any indemnifiable Claim. Customer shall have sole authority to defend or settle the claim at the option of Customer with counsel of Customer’s choosing. If Customer assumes control of the defense of such claim, it shall permit the indemnified Party to participate in the suit in an advisory capacity at its own expense and Company shall cooperate with Customer.

 

8. LIMITATION OF LIABILITY

 

8.1 )  Limitation of Liability. COMPANY’S LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

8.2 )  Exclusion of Consequential and Related Damages. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO THE CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

9. TERM AND TERMINATION

 

9.1 )  Term. This Agreement will come into force upon acceptance of the Order Form by Company and will remain in effect during the Campaign term and any agreed-upon renewals, which are specified in the Order Forms, unless terminated sooner in accordance with this Agreement.

9.2 )  Termination for Cause. A Party may terminate this Agreement or any Order Form for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

9.3 )  Effects of Termination. Upon termination or expiration of this Agreement, Company shall immediately cease performing services under this Agreement and Customer shall pay Company compensation due for all undisputed invoices for the Business Data produced by Company and delivered to Customer in accordance with the applicable Order Form to the effective date of termination of this Agreement.

9.4 )  Surviving Provisions. Section 3 (Fees and Payment Terms), 5 (Confidentiality), 6.3 (Disclaimer), 7 (Indemnity), 8 (Limitation of Liability), 9.4 (Effect of Termination), and 10 (General) shall survive any termination or expiration of this Agreement.

 

10. GENERAL

 

10.1 )  Assignment. Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, provided that either Party may assign the Agreement in its entirety upon notice but without the other Party’s consent in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. If a Party assigns this Agreement to a direct competitor of the other Party, the other Party may terminate this Agreement and receive a pro-rata refund of any pre-paid fees. Any assignment in violation of the foregoing will be null and void. Subject to the foregoing, each and all the provisions hereof will be binding on and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

10.2 )  Governing Law. This Agreement and all matters arising out of or relating to any Order Form will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in the County of San Diego (if state court) or the Southern District of California (if federal court).  Company and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. Either Party brings a claim for injunction or other emergency relief in any competent court. Each Party hereby waives any right it has to a jury trial in deciding any dispute.

10.3 )  Severability; Waiver.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the Parties to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.  The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving Party.

10.4 )   Independent Contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties.

10.5 )  Agreement Modifications. If the terms of this Agreement are hosted by Company on a webpage, then Company may update or otherwise modify the terms of this document from time to time and will update the “last modified” date of the amended document.  If Customer accepts the terms of this document when executing or otherwise accepting the terms of an Order Form or other ordering document, then the version of this document that is hosted on the date of such execution or acceptance will govern such Order Form or ordering document. Upon renewal of a Subscription Term, the most current version of this Agreement posted on the Company website will apply. 

10.6 )  Entire Agreement. This Agreement, together with the Order Form and any other terms referenced in the Order Form, constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

10.7 )  Notices. Any required notice shall be given in writing to contracts@getrev.ai.