This LEAD SELLER AGREEMENT (this “Agreement”) is made effective (“Effective Date”), by and between CONNECTION HOLDINGS, LLC, a Nevada limited liability company, on behalf of itself and one or more of its wholly-owned subsidiaries (collectively, “Lead Seller”) (“Lead Buyer”). Lead Buyer and Lead Seller are sometimes collectively referred to herein as the “Parties” and may be individually referred to as a “Party.” This Agreement and any and all Insertion Orders (defined below) govern the Parties’ rights, duties and obligations with respect to the buying and selling of Lead Data (defined below) between the Parties. The terms and conditions of this Agreement apply to any and all Insertion Orders entered into between the Parties. Insertion Orders shall be deemed to be a part of this Agreement.
1. DEFINITIONS. In addition to any capitalized terms defined herein, the following terms shall have the following meanings:
(a) “Affiliate” means any third-party marketing agents, partners, affiliates and/or publishers providing services and/or Lead Data by and through, or on behalf of, Lead Seller in connection with the Services.
(b) “Applicable Law” means all applicable state and federal laws, rules, Federal Trade Commission (“FTC”) and Federal Communications Commission implementing regulations, international laws, rules and regulations including, but not limited to, Applicable Privacy Laws, the FTC “Dot Com Disclosures” guidelines, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Centers for Medicare & Medicaid Services rules, the 42 CFR Subpart V - Medicare Advantage Communication Requirements, the Medicare Communications and Marketing Guidelines, CMS sub-regulatory requirements, all rules applicable to Dual Eligible Special Needs Plans, all relevant state Medicaid and/or other insurance regulations/statutes, and all relevant US Department of Health and Human Services Office of Inspector General and/or Office for Civil Rights regulations or sub-regulatory requirements, the Federal Trade Commission Act, CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (the “TCPA”), CASL, the General Data Protection Regulation, the Fair Debt Collection Practices Act, the Federal Communications Act, the Amended Telemarketing Sales Rule, and laws governing the National Do Not Call Registry (“NDNCR”), and all rules and regulations promulgated under any of the foregoing.
(c) “Applicable Privacy Laws” means any and all statutes, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to consumer privacy including, but not limited to, the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”), as same are applicable to Lead Seller’s collection and sale/sharing of Leads.
(d) “Client” means third-party product/service providers to whom a Lead Buyer sells or otherwise transfers Lead Data. The identity/ies of Clients must be set forth in a written instrument (email sufficient) exchanged between the Parties so long as receipt thereof is expressly acknowledged, in writing.
(e) “Consumer” means any individual who, without limitation, requests or responds to information for goods or services via, without limitation, any Lead Seller Media.
(f) “Creatives” means promotional and marketing content, text, artwork, images, graphics, and other materials (e.g., banners, landing pages) created by Lead Seller or Lead Buyer for the purpose of generating Valid Leads.
(g) “Duplicate Lead” means a Lead submitted to Lead Buyer by Lead Seller that reproduces all or substantially all of the uniquely identifying data of a Consumer already in Lead Buyer’s and/or its applicable Client’s database.
(h) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
(i) “Lead” means a unique Consumer whose Lead Data is obtained by Lead Seller using approved Lead Seller Media for the purpose of fulling the Lead Generation Services.
(j) “Lead Data” means a unique bundle of contact and other information related to a Consumer, along with any additional information as required under in the applicable IO, all of which shall be obtained by the Lead Seller or its Affiliates through the Lead Generation Services described in the applicable IO. Lead Seller acknowledges and agrees that Lead Buyer may transmit (including, but not limited to, via re-sale) Lead Data to Lead Buyer’s Clients for use by said Clients.
(k) “Lead Generation Services” means any and all Lead-generation services a Lead Seller agrees to provide a Lead Buyer as set forth in an Insertion Order, which may include, but is not limited to, using any Lead Seller Media.
(l) “Lead Seller Media” means: (a) e-mail (“Lead Seller E-mail”) sent by Lead Seller to individuals in the proprietary database(s) of Lead Seller and/or its Affiliates (collectively, “Lead Seller Database”); (b) websites owned and/or operated by Lead Seller and/or its Affiliates ("Lead Seller Websites”); and (c) telephone calls placed by Lead Seller to individuals in the Lead Seller Database (“Lead Seller Telemarketing”).
(m) “Insertion Order” or “IO” means any insertion order executed by the Parties and that is governed by this Agreement.
(n) “Marks” means, without limitation, a Party’s trademarks, service marks, trade dress, trade names, logos, and other distinctive brand features used in or related to a Party’s business.
(o) “Valid Contact Information” means at least one (1) valid phone number and one (1) valid email address.
(p) “Valid Lead” means (as applicable and set forth in further detail herein) a Consumer that (i) has provided Lead Data to Lead Seller, (ii) is not a Duplicate Lead, (iii) has valid Contact Information, and (iv) was not generated through fraud, manipulation of information, or an incentive.
2. LEAD GENERATION AND SALES.
2.1 Sale and Purchase of Leads. Lead Seller agrees to sell Leads to Lead Buyer, and Lead Buyer agrees to purchase Leads from Lead Buyer per the terms set forth in the applicable IO. The particular Services to be provided by Lead Seller will be more fully described in an Insertion Order. All Leads sold hereunder by a Lead Seller must satisfy all elements of a Valid Lead.
2.2 Suppression Lists. Lead Buyer will maintain records of and provide contact information for all individual customers who request no further solicitation or contact for purposes of soliciting the products offered, in accordance with NDNCR and CAN-SPAM regulatory requirements.
2.3 Compliance. Lead Buyer shall work with Lead Seller to ensure the compliance of its operations with NDNCR and CAN-SPAM requirements. Lead Seller will receive copies of the suppression lists provided by Lead Buyer to ensure that customers who have “opted out” receive no further solicitation efforts for purposes of the products offered by Lead Seller, and ensure that all databases are updated in accordance with regulatory requirements.
2.4 Competition. Lead Buyer acknowledges and agrees that Lead Seller may provide any services to other entities that may compete, directly or indirectly, with Lead Buyer and that such activities of Lead Seller shall not constitute a breach or violation of this Agreement or any obligation or duty owed by Lead Seller to Lead Buyer. Lead Seller understands and agrees that in providing services to entities which may compete with Lead Buyer that it is still bound by all obligations under this Agreement.
2.5 Product/service provider. Lead Buyer represents, warrants, and covenants to reasonably ensure that each Client does not use Leads for unauthorized or other unlawful purposes, and that it shall obtain written contractual assurances, representations, warranties, and covenants similar to those set forth herein from Clients. Unauthorized use of Leads is strictly prohibited.
2.6 Use of Marks. Upon receipt of prior express written consent, Lead Buyer hereby grants to Lead Seller a limited, non-exclusive, non-transferable, revocable, royalty free license (without the right to grant sublicenses) to use Lead Buyer’s Marks in relation to the advertising and marketing services contemplated herein. Lead Buyer shall reserve the sole and exclusive right to terminate any such use of Marks, for any reason.
2.7 Creatives. Lead Seller will only run Creatives provided by or approved by Lead Buyer, if such requirement is expressly set forth in the applicable Insertion Order. Lead Seller may not utilize Creatives or modify any Creatives without prior written approval from Lead Buyer in such instances. Lead Seller shall be fully responsible for all aspects of the Creatives it generates. Lead Buyer shall be fully responsible for all aspects of the Creatives it provides to Lead Seller.
2.8 Prohibited Content. Lead Seller will not place Creatives on Lead Seller Websites, or include Creatives in Lead Seller E-mails, that contain or promote (or link to sites that contain or promote): (a) sexually explicit or obscene materials; (b) violence, hate or discrimination of any type based on race, sex, religion, nationality, disability, sexual orientation or age; (c) illegal activities; and/or (d) content that is offensive in nature, degrading, libelous, profane, or in bad taste. The Lead Seller Media (and Creatives) may not contain any material that infringes upon the Intellectual Property Rights of any third-party, or that damages (or could damage) the reputation of Lead Seller. Further, Lead Seller will not target minors through any Lead Seller Media.
2.9 Prohibited Acts. Lead Seller may not, nor knowingly permit any person to, inflate the amount of Leads through any deceptive or misleading practice or method including, but not limited to, the use of any spyware, adware, device, program, robot, iFrames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person completing a Lead registration form. In connection with the Services provided hereunder, Lead Seller may not: (a) place misleading statements in close proximity to the Creatives; (b) take control of an end-user’s computer by delivering advertisements that the end-user cannot close without turning off her/his computer or closing all sessions of the Internet browser for her/his computer; or (c) install or execute on another's computer one (1) or more additional software program(s) without consent of the end-user, including spyware or other similar harmful software.
3. SEMI-EXCLUSIVITY
3.1 Demographic Information. Lead Seller and Lead Buyer hereby agree that they shall jointly own any and all customer and demographic data forwarded from Lead Seller in the form of Leads purchased by Lead Buyer, including those who receive a quote for or apply for a product or service with Lead Buyer. However, individuals who Lead Seller solicits for purposes other than the specified product (non-competitive) or service sales in the normal course of its business pursuant to leads developed or received outside the scope of this Agreement are deemed not to be customers of Lead Buyer for purposes of this provision and Lead Seller’s solicitation activity.
3.2 Semi-Exclusivity for Solicitation. Each Party acknowledges and agrees that this is a semi-exclusive contract and that the Leads traded through this Agreement may not be re-sold for a period of thirty (30) days following the date up on with the Lead was received by the Lead Buyer.
4. FEES.
4.1 Fees. Lead Buyer will pay a fee for each Lead furnished by Lead Seller pursuant to the terms set forth in the applicable IO. The Parties agree that when an IO requires there to be any certain duration of call length and/or buffer that Lead Seller’s platforms shall be the source for determining whether any such criteria has been satisfied.
4.2 Payment. Unless otherwise specified in an IO, Lead Seller will invoice Lead Buyer on a (term) basis and all undisputed amounts will be paid within (term) days of the date of the invoice. If there is a dispute between the Parties related to an invoice, the Parties shall work in good faith to resolve the dispute. If the Parties are unable to resolve the dispute within ten (10) business days, the Parties agree that the records of the Lead Seller shall be deemed accurate.
5. CONFIDENTIALITY; SECURITY.
5.1 Certain Terms.
(a) “Confidential Information” means all of the trade secrets and other non- public business or financial information, business methods, customer information, procedures, know-how, contact data and other information of every kind that relates to the business of either Party that is disclosed by either Party to the other, in any form or medium, whether or not marked or identified as confidential at the time of disclosure, and includes, without limitation, financial information, strategies, plans for potential expansion and marketing initiatives and all other non-public information of a Party, including this Agreement.
(b) “Consumer Requests” means Consumer: (i) requests to correct inaccurate and/or outdated Covered Personal Information; (ii) Requests to Limit (defined below); (iii) Requests to Opt-Out (defined below); (iv) requests to know the: (A) categories of Covered Personal Information that such party has collected about the subject consumer(s); (B) specific pieces of Covered Personal Information that such party has collected about the subject consumer(s); (C) categories of sources from which the Covered Personal Information is collected; (D) business or commercial purpose for collecting, selling and/or sharing the subject Covered Personal Information; and (E) categories of third parties to whom such party discloses Covered Personal Information; and/or (ii) Requests to Delete (defined below).
(c) “Covered Personal Information” means any personally identifiable information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to any individual or household that would be considered a resident of California, Colorado, Connecticut, Utah or Virginia.
(d) “Personal Information” means information that identifies, relates to, or describes a particular Consumer. Personal Information includes, but is not limited to, the data elements listed in Section 140(o)(1)(A)-(K) of the CCPA, if any such data element identifies, relates to, or describes a particular individual.
(e) “Security Breach” means any actual or potential unauthorized or accidental access, use, loss or disclosure of any Lead Data or a breach of a Party’s security or information systems that could reasonably be expected to expose any Lead Data to such unauthorized or accidental access or use.
5.2 Confidential Information. Each Party will hold the other Party’s Confidential Information in confidence and will safeguard it with at least the same degree of care as prudent business person would use to safeguard his or her own proprietary information and trade secrets, and each Party will use the other’s Confidential Information solely for purposes of performing under this Agreement. A Party will not be obligated to protect Confidential Information to the extent such information: (a) is publicly known other than through a wrongful act or omission of the receiving Party; (b) was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other Party; (c) is developed by the recipient independently of any information acquired from the other Party; (d) becomes available to the recipient on a non-confidential basis from a third party, provided that the recipient has no reason to know that the third party is or may be bound by a confidentiality agreement with the disclosing Party; or (e) is disclosed pursuant to a court order or the requirement of any governmental authority (in which case the recipient will promptly notify the disclosing Party of any such order or requirement, and cooperate, at the disclosing Party’s expense, in any effort to obtain a protective order from the issuing court or governmental authority limiting disclosure and use of the information). Each Party will, immediately upon written request, return or destroy (at the disclosing Party’s request) all Confidential Information and all copies and embodiments thereof.
5.3 Lead Data.
(a) Lead Buyer will exercise all due care with respect to Lead Data and the collection, handling, delivery, processing and transmission thereof, including, without limitation, with respect to confidentiality and security and any consent or authorization necessary to use such information as contemplated hereby.
(b) Lead Buyer will treat all Lead Data in accordance with all Applicable Privacy Laws and other applicable laws, rules, regulations, including, without limitation, (i) as may be applicable to the use, unauthorized access, confidentiality and security of Lead Information, and procedures relating to the foregoing, (ii) all laws concerning the international transfer of Lead Data, and (iii) all laws applicable to email marketing and telemarketing activities (collectively, “Data Laws”).
(c) Each Party will promptly notify the other Party in writing of any Security Breach regarding Lead Data or Confidential Information. Each Party will provide all necessary and reasonable cooperation to the other Party to comply with any Data Laws and Applicable Privacy Laws applicable to such Security Breach, including, without limitation, the notification of all Leads or of any of Lead Buyer’s Clients who may have a right to be informed of the Security Breach and the investigation and prosecution of such Security Breach.
(d) Each Party will provide reasonable cooperation to the other Party and any governmental authorities with jurisdiction to audit and verify data security systems and procedures in order to confirm compliance with these provisions and any applicable Data Laws or Applicable Privacy Laws.
5.4 Privacy
(a) Lead Seller will clearly and conspicuously post a link to an easily understood privacy policy (“Lead Seller Privacy Policy”) on all Lead Seller Websites and wherever Lead Seller collects Personal Information from Consumers. Such Lead Seller Privacy Policy will: (i) comply with all FTC guidelines and any other Applicable Laws including, but not limited to, the Applicable Privacy Laws, rules, and regulations with respect to personally identifiable information and online privacy, including all applicable laws, rules and regulations with respect to the online privacy of minors; (ii) identify the nature and scope of the collection and use of information gathered by Lead Seller; (iii) offer users the ability to opt-out of collection and use of personal data; and (iv) comply with all applicable provisions of the Applicable Privacy Laws.
(b) Lead Seller shall timely honor all Consumer Requests, as required by Applicable Privacy Laws. Without limiting the foregoing, Lead Seller shall notify Lead Buyer in writing, of any requests received from any individual whose Covered Personal Information was accessed by Lead Seller in connection with the Agreement, including any consumer requests to: (i) opt-out from and/or limit the use and/or sharing of sensitive Personal Information (“Request to Limit”); (ii) opt out from the sale and/or sharing of any Personal Information (“Request to Opt-Out”); and/or (iii) delete any Personal Information collected (“Request to Delete”).
(c) Each party shall provide all assistance as is reasonably requested by the other party to meets its obligations under Applicable Privacy Laws with respect to responding to individuals’ Consumer Requests, including opt-out preference signals. Such assistance shall be promptly provided. Lead Seller shall notify Lead Buyer no later than five (5) business days after Lead Seller makes a determination that it can no longer meet its obligations under any Applicable Privacy Laws.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Each Party hereby represent and warrant that (i) it has full power and authority to enter into this Agreement and the person executing the Agreement is doing so on behalf of such Party and has all power and authority to bind such Party to this Agreement, (ii) entering into and performance of this Agreement by the Party does not violate, conflict with, or result in a material default under any other contract or agreement to which the Party is a party, or by which it is bound, and (iii) it possess current and valid licenses in those states necessary to perform its obligations hereunder, and thereby possess the legal authority to engage in the services undertaken pursuant to this Agreement. Each Party, upon the other’s request, shall provide to the other proof of such licenses.
6.2 EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE PARTIES MAKE NO FURTHER WARRANTIES AND SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
7. LIABILITY.
7.1 Limitation. OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY (1) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCURRED BY THE OTHER PARTY ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) BE LIABLE TO THE OTHER PARTY FOR DAMAGES THAT EXCEED THE AMOUNT PAID OR PAYABLE BY LEAD BUYER TO LEAD SELLER IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE CIRCUMSTANCE WHICH GAVE RISE TO THE CLAIM, EXCUDING ANY CLAIM(S) FOR NON-PAYMENT HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY SET FORTH IN THIS AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT, THERE SHALL BE NO LIMIT ON THE INDEMNIFIED PARTIES’ OBLIGATIONS PURSUANT TO THE INDEMNIFICATION CLAUSE IN SECTION 7.2.
7.2 Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party, its subsidiaries, affiliates, members, shareholders, Clients, agents, contractors, officers, directors and employees (collectively, the “Indemnified Party”) from and against any and all third-party claims, suits, actions, liabilities, losses, expenses or damages, including, but not limited to, reasonable attorneys' fees, expenditures and court costs, which may hereafter arise, which the Indemnified Party sustains due to, related to, or arising out of (i) any negligent or intentional act or omission by the Indemnifying Party, its affiliates, officers, agents, representatives or employees, (ii) Indemnifying Party’s presentation or sale to any Lead or Lead Data after receipt of notification that the Consumer associated with the Lead or Lead Data rescinds consent to be contacted; and/or (iii) any act by Indemnifying Party, its affiliates, officers, agents, representatives or employees in violation of this Agreement or in violation of any Applicable Law; provided, however, that the indemnification provided for herein shall not provide coverage to the Indemnified Party for (1) any claim, suit or action, liability or loss, expense or damage that resulted from (a) a breach by Indemnified Party of any of its representations, warranties or obligations pursuant to this Agreement and/or (b) Indemnified Party’s violation of any Applicable Law, provided that such violation did not originate with or arise from the acts or omissions of the Indemnifying Party, or (2) the amount by which any cost, fee, expense or loss associated with any of the foregoing were increased as a result of the Indemnified Party’s acts, omissions, violations of Applicable Law or breach of this Agreement. This provision shall survive termination of the Agreement.
8. TERM AND TERMINATION.
8.1 Initial Term. The initial term (“Initial Term”) of this Agreement shall be from the Effective Date until the one (1) year anniversary thereof unless sooner terminated in accordance with the provisions of this Agreement. After the Initial Term, this Agreement will automatically renew for terms of one (1) year (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless either Party gives written notice of its intent to terminate in accordance with the provisions below.
8.2 Termination. Either Party may terminate this Agreement for its convenience at any time by giving the other Party ten (10) days advance written notice. Furthermore, either Party may terminate this Agreement immediately if the other Party has materially breached the Agreement, or in the event the other Party becomes insolvent, or files, or is forced to file, any petition in bankruptcy, or makes an assignment for the benefit of its creditors.
8.3 Obligations and Survival. In the event of any termination of this Agreement, all obligations owed by either Party to the other shall become immediately due and payable upon termination. The provisions of each section of Sections 3, 4, 5, 6, 7, 9, 10. and 11 shall survive termination of this Agreement.
9. NON-CIRCUMVENT. During the Term and for a period of twelve (12) months thereafter, Lead Buyer will not purchase, contract with or obtain lead generation business from Lead Seller’s Affiliates, or otherwise circumvent Lead Seller’s relationship with its Affiliates; provided, however, that this prohibition will not prevent Lead Seller from maintaining any established business relationships that existed as of the Effective Date hereof. In the event of a violation of this Section, Lead Seller will be entitled to: (a) seek injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; and/or (b) any and all other remedies available to it at law or in equity.
10. AUDIT. Lead Buyer agrees that, at all times during the term of the Agreement, it shall maintain accurate books and records relating to its receipt and use of Leads hereunder. Lead Buyer agrees that Lead Seller, or any designee of Lead Seller, which is legally bound to obligations of confidentiality and non-disclosure, shall have the right during the term of the Agreement, and for one (1) year thereafter, to reasonably examine, inspect, audit and review all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice to Lead Buyer at least seven (7) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at Lead Seller’s sole cost and expense and shall be strictly limited to those books and records that specifically relate to Lead Buyer’s receipt and use of Leads, as well as Lead Buyer’s compliance with applicable law and the terms of the Agreement in connection therewith.
11. MISCELLANEOUS.
11.1 The Parties acknowledge and agree that this Agreement will not be construed to create any partnership, joint venture, agency or employment relationship between the Parties.
11.2 During the term of this Agreement, each Party shall fully comply with all Applicable Laws relating to the performance of such Party’s obligations under this Agreement.
11.3 Neither Party may assign, transfer or delegate any of its rights or obligations under this Agreement or any IO without the prior written consent of the other Party, and any attempts to do so shall be null and void.
11.4 Except as expressly set forth herein, no provision of this Agreement is intended or shall be construed to provide or create any third-party beneficiary right or any other right of any kind in any Client or any Lead Buyer affiliate, insurer, lender, shareholder, officer, director, employee or agent of any Party hereto, or in any other person.
11.5 Except as provided below, neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party. Either Party may freely assign this Agreement in conjunction with: (i) a sale of all or substantially all of its assets, or (ii) a merger, corporate reorganization, or similar transaction; provided that the acquiring or resulting entity agrees in writing to be bound by the terms of this Agreement. Neither Party shall unreasonably withhold or delay its consent to a requested assignment by the other Party. Any attempted assignment in violation of this Section shall be void and of no effect.
11.6 For the Term and for one (1) year thereafter, neither Party shall, without the prior written consent of the other Party, directly solicit for employment any person employed by the other Party. Notwithstanding the foregoing, neither Party shall be deemed in violation of the foregoing if it hires an individual as a result of a public job posting.
11.7 No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party.
11.8 Any suit, action or proceeding seeking to enforce any provision of or matter arising out of this Agreement shall be brought exclusively in the state or federal courts of Clark County, Nevada, and each of the Parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada.
11.9 If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
11.10 All notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified U.S. mail (return receipt requested), facsimile, nationally recognized overnight courier, or electronic mail to the
If to Lead Seller:
Connection Holdings, LLC
_______________________
_______________________
Attn: ___________________
If to Lead Buyer:
_______________________
_______________________
_______________________
Attn: ___________________
Notice may also be given to such other address, facsimile number, or electronic mail address as such Party may have given to the other by notice pursuant to this section. Notice shall be deemed given on the date of delivery, in the case of personal delivery, electronic mail, or facsimile, or on the delivery or refusal date, as specified on the return receipt in the case of certified mail or on the tracking report in the case of overnight courier.
11.11 In no event shall either Party be liable for any delay or failure on its part to perform under this Agreement, except for the failure to pay any money due to the other Party, that is due to causes beyond the reasonable control of such Party, including acts of God, war, explosion, fire, flood, or civil unrest.
11.12 This Agreement, together with any documents incorporated by reference herein, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications and understandings (both written and oral) regarding such subject matter. Without limiting the foregoing, unless expressly stated otherwise in this Agreement or an agreement executed by the Parties, terms contained in any documentation (whether in hardcopy or in electronic form) other than this Agreement, including any correspondence, shrinkwrap, click-wrap, other online terms and conditions, purchase order, and invoices that purport to modify or amend the legal rights or obligations of the Parties or otherwise conflict with the terms of this Agreement (“Additional Terms”), even if use of a Party’s platform, its products or services requires an affirmative "acceptance" of those Additional Terms before access is permitted, shall be null and void, having no force or effect, and as between such documents, this Agreement shall govern.
11.13 This Agreement may be executed in counterparts, each of which is deemed an original, and a complete set of which, when taken together, shall constitute one and the same document. Confirmation of execution by electronic transmission of a signature page via facsimile, .pdf, DocuSign or other electronic means is binding, and each Party irrevocably waives any objection that it has or may have in the future as to the validity of any such electronic transmission of a signature page.
The Parties have executed this Agreement by their authorized representatives as of the Effective Date.
v.2024.09
