My Customer Lead Generation Lead Engagement Agreement
Client agrees to the pricing and payment terms as described in Exhibit A which is attached and incorporated hereto by this statement.
All trademarks, patents, copyrights, technology, process, the underlying source data, algorithms, source code, computer scripts, the MCLG pixel, and other intellectual property rights are owned by MCLG and shall continue to be owned solely by MCLG. Nothing herein shall be deemed to confer, transfer, license, or in any way convey any rights to any intellectual property to Client with the exception of the List(s) which become the property of Client upon prompt payment in full to MCLG.
It is the intention of the Parties that they work together whereby Client agrees to work exclusively with MCLG with the understanding that MCLG provides its services on a non-exclusive basis to Client. However, MCLG shall not interfere in Client’s relationship with its customers specifically, but not limited to, referring said customers to other service partners.
Client agrees it shall not make any effort to circumvent, avoid, bypass, or obviate, directly or indirectly MCLG, its Intellectual Property, processes, technology, and/or business model. Client shall not attempt to reverse engineer MCLG’s software, processes, or technology. Further, Client shall not attempt to create any new business opportunity resulting in circumvention of this Agreement or MCLG’s relationship with its resellers or other clients.
In no event shall MCLG’s total liability under this Agreement exceed the amount paid by Client to MCLG during the twelve months prior to the incident giving rise to liability. The Leads and Lists are provided on an AS IS – WHERE AS basis. MCLG makes no representation or warranty, expressed or implied, other than stated herein including any warranty of fitness for a particular purpose.
MCLG MAY NOT BE HELD LIABLE TO CLIENT, SUBCLIENTS, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THE AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF MCLG IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.
CLIENT ACKNOWLEDGES THAT MCLG HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THE AGREEMENT.
DATA SERVICES ARE PROVIDED BY MCLG ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.
Neither party may assign this Agreement without the other’s consent, EXCEPT in the event of a change of control, in which case the Agreement is freely assignable, provided that the assigning party shall promptly notify the other party in writing of such an event and the non-assigning party shall have the right to immediately terminate this Agreement by written notice to the assigning party.
Neither party will be liable to the other for any failure of performance of its obligations under this Agreement if the failure is due to an event beyond the party’s control, including without limitation government action, fire, flood, acts of war or terrorism, and internet or power outages. The affected party shall make reasonable efforts to mitigate the effects of the event, and shall promptly notify the other party of the nature and extent of the event.
This Agreement is the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all other Agreements, whether written or oral, between the parties. For an amendment to this agreement to be effective, it must be in writing and the parties must sign it.
The parties intend that if any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain enforceable.
A failure by party to enforce any provision of this Agreement against the other party does not constitute a waiver of that provision. No waiver of any provision of this Agreement is binding unless set forth in writing that expressly states the waived provision and that is signed by the waiving party. No such waiver shall constitute a waiver of any other provision.
This Agreement and any action related thereto will be governed by the laws of the State of Arizona.
Any disputes that arise under or in relation to this Agreement shall be resolved in the state and federal courts of the State of Arizona. All parties expressly consent to the personal jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.