Master Agreement

The terms and conditions provided in this agreement govern the licensing of and use of products provided by Lead Intelligence Inc. dba InfutorData ("Infutor"). These terms and conditions apply to the provision of all products unless the parties have entered into a separate written agreement with respect to Infutor products and data. This agreement may be updated by Infutor from time to time. The version governing the transaction will be the version displayed on the website at the time a product schedule is executed, renewed, or when a new Subscription Term begins.

1. PRODUCTS AND SERVICES

Infutor will provide the Infutor Products to Licensee subject to the terms and conditions of this agreement. The specific terms applicable to each Product will be provided in a Product Schedule governed by this agreement.

2. DEFINITIONS

"Affiliate" means a legal entity that controls, is controlled by, or is under common control with another entity, where "control" means the power to direct the affairs of an entity or the beneficial ownership of 50% or more of the voting interests of an entity.

"API" means a Data delivery method in which Inputs are provided as individual queries to Infutor’s web application program interface.

"Batch" means any Data delivery method in which Inputs are provided to Infutor for processing in bulk.

"Consumer" means a natural person who is the subject of Data.

"Customer" means any third party (other than a Licensee Service Provider) that receives Infutor Data from Licensee, or that has access to a Licensee Value-Added Product.

"Data" means information (including Personal Data) related to a specific Consumer, entity, device, or real or personal property provided by either party under this agreement.

"Data Element" means an individual piece of information included in the Data, such as a name, a phone number, or a characteristic score.

"Data Protection Laws" means all applicable governmental laws, regulations, and other governmental requirements in the United States relating to the Processing of Personal Data in effect at the time of the Processing.

"End User" means a party that uses Infutor Data for its own benefit and does not provide the Infutor Data to any third parties who are not Licensee Service Providers.

"Input" means an individual query provided by Licensee to Infutor for Processing by Infutor.

"Licensee Data" means the Data that is provided to Infutor by or on behalf of Licensee in connection with Infutor’s provision of the Infutor Products.

"Licensee Security Breach" means any confirmed unauthorized or improper access to, use or disclosure of Confidential Information of Infutor or Infutor Data that is under the control of Licensee or Licensee Service Providers. Any attempts or activities of a routine nature that, based on a reasonable determination by Licensee, do not pose a material risk to the security, confidentiality, or integrity of Infutor Data are not a Licensee Security Breach. Such activities include ping or broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing, or other unauthorized access to traffic data that does not expose content other than headers.

"Licensee Service Provider" means an entity that Processes Infutor Data on behalf of Licensee solely for Licensee’s benefit.

"Marketing Purposes" means any activity undertaken to collect, aggregate, analyze, maintain, update, or sell information to allow or induce consumers to take action to purchase, rent, or exchange products, property, or services, to solicit a charitable donation, to utilize market research or market surveys, or to provide verification services to marketers.

"On-Premises Product" means a collection of Infutor Data in a set format provided by Infutor to Licensee and stored in a location under Licensee’s control or that is directly accessible by Licensee.

"Personal Data" means any data or information that is linked or can be reasonably linked to an identifiable natural person. Personal Data includes Data defined in a substantially similar way by applicable Data Protection Laws.

"Process" means performing operations on Data, such as collection, use, storage, disclosure, analysis, deletion, or modification of Data.

"Record" means the set of all Data Elements related to a single entity. For example, a Record may contain Data Elements related to an individual person such as phone number, address, email, and the VIN of their automobile.

"Reseller" means a Licensee that provides Infutor Data to Customers.

"Restricted Data" means any data that includes:

1. Social Security number, passport number, driver’s license or state/federal identification number or similar identifiers;
2. Credit card, financial account, or debit card number;
3. Employment, financial, biometric, genetic, health, health-related, or health insurance information;
4. Personal Data relating to an individual under 18 years of age;
5. Personal Data relating to any individual that has validly withdrawn consent or exercised a right to opt-out under Data Protection Laws;
6. Personal Data that is considered "sensitive" (or equivalent) under Data Protection Laws;
7. any data subject to the EU’s General Data Protection Regulation and its UK equivalent (collectively, GDPR);
8. any other information which may be subject to additional protections under applicable laws or regulations, including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), FCRA (as defined below), the Health Insurance Portability and Accountability Act (HIPAA), or the Children’s Online Privacy Protection Act (COPPA); or
9. any other data which could be considered sensitive or which could give rise to notification obligations under any data breach notification laws.

"Stand-Alone Product" means a collection of Infutor Data: a) provided by Licensee to a Customer, b) that contains more than 0.0005% of the individual records in an Infutor On-Premises Product, and c) that has not been substantially modified by Licensee.

"Subcontractor" means a third party to which Infutor provides Licensee Data for the purpose of delivering Infutor Products to Licensee on behalf of Infutor. Software providers, cloud service providers, data centers, external data lookup providers, and other data service providers are not Subcontractors.

"Unique Managed Record" means a Record provided to Infutor by Licensee and stored by Infutor for ongoing Processing.

"Value-Added Product" means a product such as a dataset, platform, or service delivered by Licensee to a Customer which utilizes Infutor Data to provide product functionality or that includes Infutor Data that has been modified by Licensee before delivery. For example, a Value-Added Product may include matching or appending Customer data to Data Elements from Infutor Data, appending custom identification keys, filtering of Infutor Data against specific criteria, or creating models or audiences using Infutor Data.

"Infutor Data" means the Data provided to Licensee by Infutor as part of the Infutor Products.

"Infutor Products" means the products, services, software, and data provided by Infutor to Licensee as described in an applicable Product Schedule.

"Infutor Software" means any downloadable software, agents, SDKs, APIs, or other code in connection with the Infutor Products provided by Infutor to Licensee under the applicable Product Schedule.

3. INFUTOR PRODUCTS

A) Provision of Products

Infutor will provide Licensee with the Infutor Products per the applicable Product Schedule. In the event of any conflict between this agreement and a Product Schedule, this agreement will control, unless expressly stated otherwise in the Product Schedule.

B) Use of Infutor Products by Licensee

Licensee may use the Infutor Products on a non-exclusive and non-transferrable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this agreement and the applicable Product Schedule. To the extent Infutor provides Licensee with any Infutor Software, Infutor grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to use the Infutor Software during the term of the applicable Product Schedule (the "Subscription Term") solely as necessary for Licensee’s use of the Infutor Products in accordance with this agreement.

C) Authorized Users

Licensee may permit its employees, agents, independent contractors, and consultants ("Authorized Users") to use the Infutor Products on its behalf and solely for the benefit of Licensee. Licensee remains responsible for the acts and omissions of each such Authorized User to the same extent as if performed by Licensee.

D) General Restrictions

Licensee shall not, and shall not allow any third party to:

1. use any Infutor Product to help develop or provide any product or service other than as expressly permitted in the relevant Product Schedule;
2. reverse engineer or otherwise seek to obtain the source code of any Infutor Product;
3. copy, modify, or create derivative works from any Infutor Product or use the Infutor Product to train any machine learning, artificial intelligence or general artificial intelligence technology;
4. remove or obscure any copyright or proprietary or other notice contained in any Infutor Product;
5. propagate any malware or programming routines intended to damage any system or data;
6. access or use any Infutor Products in a manner intended to circumvent Infutor account limitations or requirements;
7. use any Infutor Products in a manner that violates any applicable law, regulation, or legal requirement;
8. use any Infutor Products in violation of any third party’s rights, including privacy or intellectual property rights;
9. probe, scan, penetrate, or benchmark any Infutor Products;
10. provide any Licensee Data that Infutor reasonably deems to be unlawful, harmful, or otherwise objectionable; or
11. use the Infutor Products except as expressly permitted by this agreement or the applicable Product Schedule.

If Infutor suspects that any of the foregoing restrictions have been violated, or if Licensee’s use of the Infutor Products otherwise puts Infutor’s systems at risk, Infutor may suspend Licensee’s access to the affected Infutor Products.

E) Third Party Access

Licensee shall not permit any third party except Authorized Users to access the Infutor Products without prior express written consent by Infutor. Licensee shall not provide direct pass-through functionality of the Infutor Products to any Customer or other party (also known as "white labeling"). Licensee is responsible for the acts and omissions of each third party permitted to access the Infutor Products through or on behalf of Licensee to the same extent as if performed by Licensee.

4. LICENSEE DATA

A) General

With respect to Licensee Data, Licensee is solely responsible for providing all notices and obtaining all consents required by Data Protection Laws and is solely responsible for ensuring that Infutor’s use of the Licensee Data in accordance with this agreement does not violate the rights of any third party.

B) Rights in Licensee Data

Licensee retains all interests in the Licensee Data. Licensee hereby grants Infutor a license to use the Licensee Data to: a) provide the Infutor Products to Licensee; b) perform other actions as instructed by Licensee in writing (email is sufficient); and c) perform other actions as required by applicable laws or regulations. Infutor will not provide Licensee Data to any third parties except: a) to Infutor’s Affiliates; b) to Subcontractors (provided that Infutor will be liable to Licensee for the acts or omissions of Subcontractors with respect to the Licensee Data); c) to third parties as required by applicable laws or regulations; d) as effected through Licensee’s use of Infutor Product functionality (including third parties granted credentials by Licensee which allow access to Licensee Data); or e) as otherwise provided in this agreement or a Product Schedule.

C) Restricted Data

Licensee shall not provide any Restricted Data to Infutor unless approved by Infutor in writing, in advance. Unapproved provision of Restricted Data to Infutor is a material breach of this agreement.

5. NFUTOR DATA

A) Rights in Infutor Data

Infutor retains all interests in the Infutor Data. Infutor will grant Licensee a license to the Infutor Data in the applicable Product Schedule. Licensee may use the Infutor Data only in accordance with the terms of this agreement and the applicable Product Schedule. Except as otherwise expressly stated in this agreement or in the applicable Product Schedule, Licensee shall not provide Infutor Data to any third parties other than Licensee Service Providers or as required by applicable laws or regulations.

B) Processing of Infutor Data by Licensee Service Providers

Licensee may provide Infutor Data to Licensee Service Providers subject to the terms of this agreement. Licensee is responsible to Infutor for the acts and omissions of each Licensee Service Provider and shall enter into a written agreement with each Licensee Service Provider a) obligating the Licensee Service Provider to use the Infutor Data only for Processing on behalf of Licensee as permitted under this agreement, and b) imposing substantially similar obligations on the Licensee Service Provider with respect to Data Protection Laws and security measures as provided in this agreement.

C) Derived Data

"Derived Data" means analytics data based on Inputs to the Infutor Products. For example, Derived Data may include information such as statistics about the Input Data (e.g. how many submitted records contain false information), data trends, and other high-level analyses of Input Data. Derived Data will be deidentified where feasible. Derived Data does not include Personal Data, and does not include any Data Elements of the Licensee Data. Infutor may use the Derived Data to develop, maintain, and provide the Infutor Products and for Infutor’s other business purposes. Derived Data is the exclusive property of Infutor. If Licensee gains or retains any interest in the Derived Data, Licensee hereby irrevocably assigns all such rights to Infutor.

D) Modifications to Products

Infutor may make changes to the Infutor Products, such as including new or improved features or security upgrades, modifying the content or format of Data it delivers to Licensee, and other technical updates and fixes. Such changes will not materially degrade the functionality of the Infutor Products. Infutor will provide at least 30 days’ advance notice of such changes, where such notice is reasonable. Infutor reserves the right to change, suspend or discontinue any Infutor Products or any functionality thereof at any time for any reason, at Infutor’s sole discretion. If Infutor discontinues an Infutor Product, Infutor will refund any pre-paid fees for the discontinued products. If Infutor substantially alters the functionality of an Infutor Product so that the product is no longer usable for the purposes provided in the applicable product schedule, Infutor may offer a replacement product or terminate the subscription for that product and refund any pre-paid fees for that product.

6. COMPLIANCE

A) Privacy Compliance

Each party shall comply with all applicable Data Protection Laws.

B) Infutor Processing of Licensee Data

To the extent Personal Data is included in Licensee Data, the parties intend that Infutor will Process such information as a data "processor" or "service provider" or similar designation under applicable Data Protection Laws and in accordance with the Infutor Data Protection Addendum available at https://infutor.com/dpa-master (the "DPA"). Infutor may update the DPA upon no less than 30 days’ advance written notice to Licensee. Changes to the DPA will not be effective unless such changes apply to all Infutor customers subject to the DPA and the changes do not negate the DPA’s purpose of complying with Data Protection Laws.

C) Licensee Processing of Infutor Data

To the extent Personal Data is included in Infutor Data, the parties intend that Licensee will Process all Infutor Personal Data as a data "controller" or "third party" and in accordance with the DPA.

D) Consumer Opt-outs and Inquiries

Licensee shall not use Infutor data to make marketing solicitations to individuals for which Licensee has received a valid opt-out from such solicitations. Licensee shall not use Infutor Data for discriminatory purposes. Licensee shall not use Infutor Data or Infutor Products to advertise, sell, or exchange products or services related to illegal activities. Licensee may communicate Consumer inquiries that involve the accuracy of the Infutor Data to Infutor. Infutor shall cooperate with Licensee to address any Consumer issues in relation to Infutor Data that Licensee has made reasonable efforts to resolve. Licensee shall not refer Consumers or Consumer inquiries about Infutor Data in Licensee’s possession directly to Infutor.

E) Infutor Opt-Out Reporting

Infutor will not provide the Personal Data of Consumers for whom Infutor has received a valid sales opt-out or data deletion request. Infutor will provide, where applicable, a daily report of valid opt-outs that Infutor has received. Licensee may use the report only for honoring Consumer requests as required by Data Protection Laws.

F) Consumer Decisions

Licensee shall not use Infutor Data or Infutor Products as a source for the determination of consumer credit worthiness, consumer credit approval, a consumer’s eligibility for employment, credit or insurance, or any Fair Credit Reporting Act, 15 USC § 1681 et seq. ("FCRA") permissible purpose. Licensee shall not use Infutor Data or the Infutor Products to generate a consumer report as defined in 15 USC § 1681a, or use the Infutor Data or Infutor Products in any other way that could cause the Infutor Data or Infutor Products to be considered a consumer report. Infutor is not a reporter or furnisher. Licensee is solely responsible for its own compliance with the FCRA.

G) International

Licensee shall not use the Infutor Products to Process the Personal Data of Consumers located outside the United States. The Infutor Products are intended for use solely within the United States. Infutor makes no representation that the Infutor Products are appropriate or available for use outside of the United States. Infutor may limit the provision of any feature, product, or service to any person or geographic area. If Licensee accesses the Infutor Products from outside the United States, Licensee understands that Licensee Data may be Processed outside of Licensee’s governmental jurisdiction, and that privacy laws may not be as protective as those in Licensee’s jurisdiction. Licensee’s submission of such Licensee Data represents Licensee’s agreement to the transfer of such Licensee Data to the United States and for the collection, use, and disclosure of Licensee Data in accordance with United States law.

H) Governmental regulation

If Infutor determines that any law or governmental regulation restricts or impairs Infutor’s ability to provide the Infutor Data, Infutor may suspend or terminate the affected Product Schedules immediately. Any pre-paid but unused fees for use of such products after such suspension or termination will be refunded to Licensee.

7. SECURITY

A) Security Standards

Each party shall use reasonable physical, technical, and administrative safeguards that are designed to prevent the release of Data to unauthorized parties and that are no less rigorous than accepted data industry practices.

B) Data Transmission

The parties must transmit Data to each other vi an Infutor’s approved methods, including API, SFTP, first- or third-party data sharing platforms, or Amazon S3, except as otherwise agreed in writing (email is sufficient). Files transmitted by any method other than API must be encrypted using public key encryption, and each party shall provide their public key to the other party upon request.

C) Infutor Security Program

During the term of this agreement, Infutor will maintain an information security program as detailed at https://infutor.com/security-addendum. Infutor will provide notification of an Infutor Security breach as detailed in the information security program.

8. LICENSEE SECURITY RESPONSIBILITIES

A) Product Usage Requirements

Documentation for each Infutor Product contains product usage requirements specific to each Product, such as minimum required encryption algorithms and connection security protocols, or rate limitations and allowed query structures. Licensee shall comply with the documented requirements for any Infutor Products provided in connection with this agreement. Infutor may change such product usage requirements at its sole discretion.

B) Licensee System Security

Malware infections or other attacks on Licensee systems may result in improper access to Data or to Infutor or Licensee systems. Unless an attack is delivered via compromise of Infutor’ Products, Infutor is not responsible for the unauthorized or unlawful acts of third parties, and is not responsible for any compromise of Confidential Information or Licensee Data. Licensee is responsible for securing the systems Licensee uses to access Infutor Products against third-party malware, intrusion, and other attacks. Infutor reserves the right, without prior notice, to suspend access to any Infutor Product by any user or agent if it reasonably determines a system is infected until Infutor reasonably believes that the infection is removed.

C) Licensee Security Breach

Licensee shall notify Infutor of a confirmed Licensee Security Breach no more than 72 hours after Licensee’s confirmation of such breach. Notification by Licensee to other parties shall not reference Infutor or any of its subsidiaries or affiliates in connection with the Licensee Security Breach without Infutor’s prior written consent. Licensee shall take commercially reasonable actions to remediate and mitigate the effects of any Licensee Security Breach. Licensee shall cooperate with reasonable requests for information from Infutor or its representatives regarding the Licensee Security Breach. Infutor will not be liable for any Licensee Security Breaches.

9. OWNERSHIP

No transfer of intellectual property rights is provided by either party under this agreement. Licensee is granted only a limited right to use the Infutor Products as provided in the applicable Product Schedule in accordance with this agreement. Infutor and its suppliers retain all right, title and interest in and to a) the Infutor Products, and all related and underlying technology, documentation, and other information, b) any and all intellectual property developed or modified by Infutor, and c) all intellectual property rights in the foregoing.

10. SUBSCRIPTION TERM, FEES, AND PAYMENT

A) Subscription Term

The Subscription Term of each Product Schedule will be provided in such Product Schedule. Termination of a Product Schedule is governed solely by that Product Schedule, except in the case of termination for breach as provided in this agreement.

B) Fees and Payment

Licensee shall pay all invoiced amounts no later than 30 days after Licensee’s receipt of the invoice. Licensee shall not withhold payment of a disputed invoice unless Licensee provides written notice of the dispute to Infutor prior to the date payment is due. Fees are payable by credit card (a surcharge will be applied to credit card payments), check, or through automated clearing house ("ACH") transfers, and Licensee authorizes Infutor to charge Licensee’s credit card or bank account for all such fees. Upon Infutor’s request, Licensee agrees to promptly submit an ACH authorization form to Infutor. All fees are non-refundable. Fees are exclusive of taxes, and Licensee shall pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Infutor. Any late payments shall be subject to a service charge equal to 2% per month of the amount due or the maximum amount allowed by law, whichever is less, plus the costs of collection. Late payments may be assigned to collections services.

C) Suspension of Service

If Licensee’s account is 10 or more days overdue, Infutor may suspend Licensee’s access to the Infutor Products until such amounts are paid in full. Licensee will not be entitled to a refund for any fees incurred during such suspension, and any recurring fees will continue to accrue. Infutor reserves the right to suspend Licensee’s access to the Infutor Products immediately if Licensee’s use of the Infutor Products: a) materially violates this agreement; b) is improper or substantially exceeds or differs from normal use by other users; c) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, or legal or reputational risk to Infutor; or d) affects the integrity or availability of the Infutor Products or Infutor’s systems.

11. TERM AND TERMINATION

A) Term

This agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below.

B) Termination

If there are no Product Schedules currently in effect, either party may terminate this agreement with at least 5 days’ prior written notice.

C) Termination for Breach

Either party may terminate this agreement or the applicable Product Schedule if the other party fails to cure any material breach of this agreement or the applicable Product Schedule (including a failure to pay fees) within 30 days after written notice to the breaching party. Such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate. Email notice is sufficient in the case of non-payment. Either party may terminate this agreement and any Product Schedules if the other party: a) ceases operation without a successor; b) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding; or c) has any such proceeding instituted against it and is not dismissed within 60 days thereafter.

D) Effect of Termination – Licensee

Upon termination of this agreement: a) Licensee shall immediately cease all use of and access to the Infutor Products; b) Licensee shall delete all Infutor Data and Infutor Software; and c) Licensee shall return or destroy Infutor’s Confidential Information. All terms of this agreement that by their nature reasonably should survive termination or expiration of this agreement shall so survive.

E) Effect of Termination – Infutor

No more than 60 days after termination of the applicable Product Schedule, a) Infutor shall delete all Licensee Data in Infutor’s possession, except for Licensee Data that must be retained under applicable law, which Infutor will delete once it is no longer required to be retained under applicable law, and b) Infutor shall return or destroy Licensee’s Confidential Information.

12. WARRANTIES; DISCLAIMERS

A) Infutor General Warranties

Infutor warrants that the Infutor Data is collected and maintained in accordance with Data Protection Laws. Infutor warrants that the Infutor Products do not infringe on any United States patent or copyright.

B) Infutor Products Limited Warranty

Infutor warrants that it will provide the Infutor Products in substantial conformity with the descriptions in the Product Schedule. Infutor’s sole liability and Licensee’s sole remedy for any breach of this warranty will be, in Infutor’s sole discretion and at no charge to Licensee, to a) use commercially reasonable efforts to correct the reported non-conformity, or b) allow Licensee to terminate the Subscription Term for the affected Infutor Products and receive a refund of any fees Licensee has pre-paid for use of the affected Infutor Products after the date of the warranty claim. This limited warranty does not apply: a) unless Licensee makes a claim within 30 days of the date on which the condition giving rise to the claim first appeared; b) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services; or c) to any Infutor Products provided on a no-charge or evaluation basis. Infutor Data is not subject to this warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE INFUTOR PRODUCTS AND INFUTOR DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

C) Licensee Warranties

Licensee warrants that it has all rights necessary to provide the Licensee Data to Infutor for purposes set forth in this agreement and that the Licensee Data will not include any Restricted Data. Licensee warrants that Licensee’s use of Infutor Data will not violate any applicable laws.

D) Warranty Disclaimer

INFUTOR AND LICENSEE EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

13. LIMITATION OF LIABILITY

OTHER THAN FOR CLAIMS COVERED BY INFUTOR’S INDEMNIFICATION OBLIGATIONS, INFUTOR WILL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES OTHER THAN THE DIFFERENCE BETWEEN THE AGREED PRICING OF THE INFUTOR PRODUCTS AND THE VALUE OF THE PRODUCTS ACTUALLY PROVIDED. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE TO INFUTOR IN THE 12 MONTHS PRECEDING THE CLAIMS GIVING RISE TO THE LIABILITY. THE FOREGOING CAP DOES NOT APPLY TO LICENSEE’S PAYMENT OR INDEMNIFICATION OBLIGATIONS OR TO DAMAGES CAUSED BY LICENSEE’S UNAUTHORIZED USE OF THE INFUTOR PRODUCTS OR INFUTOR DATA

14. INDEMNIFICATION

A) Indemnification by Infutor

Infutor will indemnify Licensee for damages arising from third party claims arising from: a) Infutor’s infringement upon a U.S. patent, copyright, or trademark with respect to Licensee’s use of the Infutor Products in accordance with the terms of this agreement. The foregoing indemnification obligations of Infutor shall not apply to the extent that the claim arises from: a) any modification of the Infutor Products other than by Infutor; b) use of any Infutor Product in combination with any hardware, system, software, network, or other products, materials or services not provided by Infutor; c) use of the Infutor Products in breach of this agreement; or d) Infutor’s use of Licensee Data in accordance with this agreement.

B) Indemnification by Licensee

Licensee will indemnify Infutor for damages arising from third party claims based on: a) Licensee’s violation of any laws, regulations, or rights (including Data Protection Laws); b) any discriminatory action with respect to a Consumer taken or not taken by Licensee based upon use of an Infutor Product; and c) any of Licensee’s or Licensee’s Authorized Users’ use of Infutor Data for tortious, illegal, or fraudulent purposes.

C) Indemnification Requirements.

Neither party will be liable to the other party for the indemnified damages unless the indemnified party provides: a) written notice of such claim to the indemnifying party in sufficient time for the indemnifying party to respond without prejudice; b) the exclusive right of the indemnifying party to control and direct the defense or settlement of such claim (unless a potential conflict of interest exists and/or the parties agree otherwise in writing); and c) all necessary cooperation by the indemnified party.

15. CONFIDENTIAL INFORMATION

A) Definition

"Confidential Information" means information disclosed by one party to the other that is marked as confidential or proprietary or that a reasonable person would understand to be confidential given the circumstances surrounding the disclosure. The following are deemed to be Confidential Information: a) Licensee Data except as provided elsewhere in this agreement; b) Infutor Data except as provided elsewhere in this agreement; c) any performance information relating to the Infutor Products; d) the terms and conditions of this agreement, including the fees and pricing information; and e) all non-public information relating to the Infutor Products. Confidential Information does not include information, as shown by written records, that a) the recipient already lawfully knew free from confidentiality obligations prior to disclosure by the other party hereto, b) becomes public through no fault of the recipient, c) was independently developed by the recipient without any reference to or use of the other party’s Confidential Information, or d) was rightfully obtained by the recipient free from confidentiality obligations from a third party.

B) Obligations

The recipient shall disclose Confidential Information only to those individuals who need access to the Confidential Information and have agreed in writing to keep it confidential ("Representatives"). Only those Representatives may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this agreement, while using at least a reasonable degree of care to protect it. If any one or more Representatives of the recipient disclose or use Confidential Information other than as authorized in this agreement, the recipient will be liable to the discloser for that disclosure or use to the same extent that it would have been had the recipient disclosed or used that Confidential Information. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. The recipient shall protect Confidential Information with at least a reasonable degree of care. Upon the discloser’s request, the recipient shall promptly return or destroy any Confidential Information in its possession. The recipient shall promptly notify the discloser, in writing, of any unauthorized disclosure of the Confidential Information, and shall assist the discloser in obtaining the return or destruction of such Confidential Information. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

16. GENERAL TERMS

A) Assignment

Licensee shall not assign this agreement or any of its rights or obligations hereunder without the advance written consent of Infutor. Any assignment by Licensee without Infutor’s prior written approval is void. Infutor may assign all or part of its rights or delegate all or part of its duties under this agreement to any third party in Infutor’s sole discretion.

B) Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this agreement if such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" refers to any event or circumstance beyond the reasonable control of the affected party, which could not have been reasonably foreseen or prevented, and which renders the performance of obligations under this agreement impossible or commercially impracticable. Force Majeure Events do not include any financial distress, changes in market conditions, or fluctuations in cost.

Should a Force Majeure Event occur:

1. The party affected by the Force Majeure Event shall promptly notify the other party in writing of the nature and expected duration of the event;
2. The affected party's obligations under this agreement will be suspended for the duration of such event, to the extent prevented or delayed by the Force Majeure Event.
3. Neither party will be in breach of this agreement, nor shall either party incur any liability to the other, for any failure or delay in performance caused by a Force Majeure Event.
4. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.

If a Force Majeure Event continues for a period exceeding 90 days, the non-experiencing party may terminate this Agreement upon written notice to the other party, without further liability to the other party, except for obligations accrued prior to the date of termination. Notwithstanding the foregoing, a Force Majeure Event shall not excuse or delay any obligation to pay money due under this Agreement.

C) Subcontractors

Infutor may use Subcontractors, including Infutor’s Affiliates and their subcontractors for performance of obligations under this agreement. Infutor will be responsible for its Subcontractors’ compliance with the terms of this agreement.

D) Independent Contractors

The parties to this agreement are independent contractors. This agreement does not create partnership, joint venture, employment, franchise, or agency between the parties. Neither party may bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

E) Governing Law; Venue

This agreement shall be governed by the laws of the State of Texas. Any action between the parties relating to this agreement shall only be brought in a court of competent jurisdiction located in Travis County, Texas. The parties waive all objections to such venue.

F) Notice

A valid notice under this agreement must be in writing and delivered, all fees prepaid, to the address below a) by hand, b) by a national transportation company, or c) by registered or certified mail. A notice will be deemed to have been received if the receiving party rejects delivery, or if the notice cannot be delivered because of a change of address for which no notice was given. A notice will become effective when it is received or deemed to have been received.

For Licensee: to the billing address provided or such other address for Licensee in Infutor’s records.

For Lead Intelligence Inc.:

Attn: General Counsel

P.O. Box 151136, Austin, TX 78715

G) Amendments; Waivers

This agreement may only be amended by a signed, written agreement. A failure by a party to enforce any provision of this agreement is not a waiver of that provision. No waiver of any provision of this agreement is binding unless set forth in a writing signed by the waiving party that expressly states the waived provision. No such waiver is a waiver of any other provision.

H) No Third-Party Rights

There are no third-party beneficiaries to this agreement; no entity who is not a party to this agreement may enforce any of its terms under any applicable law.

I) Entire Agreement

This agreement is the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other prior agreements between the parties.