LeadGenius Insights and Market Analysis Report

Terms & Conditions

Effective Date: February 1, 2017

1. Acceptance of the Terms & Conditions

READ THESE TERMS AND CONDITIONS CAREFULLY. THIS IS A LEGAL CONTRACT GOVERNING YOUR ACCESS TO AND USE OF THE LEADGENIUS INSIGHTS REPORT AND SERVICES PROVIDED BY LEADGENIUS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE INSIGHTS REPORT OR SERVICES.

These Terms & Conditions (“Terms”), govern your access to and use of the Insights Report and Services. By accessing or using Report or Services, you agree to be bound to these Terms and our Privacy Policy. MobileWorks, Inc. (dba “LeadGenius”, “we,” “us,” or “our”) reserves the right to deny access to the Report and Services to any person who violates these Terms or any other applicable policy. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

2. Registration

To access or obtain or access a Report, you will be required to register with LeadGenius and provide information about yourself and create a password. You agree to provide true, accurate, complete, and correct information about yourself at the time of registration, and to promptly update this information as needed so that it remains true, accurate, complete, and correct.

You agree to keep your password confidential and that you are solely responsible for maintaining the confidentiality and security of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account by contacting us at the information provided below. You should also immediately change your password if an unauthorized person has used your account.

We reserve the right to terminate your access to and use of the Report if you violate any of these Terms.

3. Ownership and Intellectual Property

Trademarks & Other Proprietary Designations. All trademarks, service marks, logos, trade names, and any other proprietary designations of LeadGenius used herein are trademarks or registered trademarks of LeadGenius. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Your Limited License. All information, content, services, and software displayed on, transmitted through, or used in connection with the Report, with the exception of User Content as defined below, including for example, analyses, guides, text, photographs, images, illustrations, html, source and object code, trademarks, logos, and the like (collectively, the “Content”), as well as its selection and arrangement, is owned by LeadGenius and/or its affiliated licensors and suppliers.

LeadGenius grants you a limited, non-exclusive, non-transferable license to access and use the Report only as expressly permitted in these Terms. You may not use the Report for any illegal purpose or in any manner inconsistent with the provisions of these Terms.

User Content Representations and Warranties. Creating the Report requires that you upload, or otherwise make available certain information to LeadGenius. By providing information or uploading material to LeadGenius for the Report, including but not limited to providing LeadGenius access to data you store with third party Customer Relationship Management solutions such as Salesforce (each and collectively, “User Content”), you represent and warrant: (1) you own or otherwise have all necessary rights to the User Content you provide and the rights to provide it under these Terms; and (2) the User Content will not cause injury to any person or entity. Using a business name or name other than your actual business name or your actual name in association with the submission of User Content is prohibited.

User Content License. You grant LeadGenius a worldwide, royalty-free, non-exclusive right and fully sub-licensable license to use, modify, adapt, translate, archive, store, and create derivative works from User Content in order to provide you with the Report and related Services. LeadGenius will process, maintain, use, and store that information in accordance with its Privacy Policy. You hereby expressly authorize LeadGenius to access and use data that you make available to us for purposes of providing the Report and for LeadGenius’ other internal business purposes. For example, we may use the data you provide to improve the services, such as by analyzing and combining data with other data held by LeadGenius.

4. General Disclaimer and Limitation of Liability

While LeadGenius uses reasonable efforts to include accurate and up-to-date information, LeadGenius does not make any warranties or representations as to the accuracy of the Content and assumes no liability or responsibility for any error or omission in the Content. LeadGenius does not represent or warrant that use of any Content will not infringe rights of third parties. LeadGenius has no responsibility for actions of third parties or for content provided by others, including without limitation User Content.

USE THE REPORT AT YOUR OWN RISK. ALL CONTENT AND ACCESS TO THE REPORT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER LEADGENIUS, NOR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, OR LICENSORS, MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE REPORT, THE CONTENT, INFORMATION, OR SERVICES, AND/OR THE RESULTS THAT MAY (OR MAY NOT) BE OBTAINED FROM USE OF THE REPORT. IN NO EVENT SHALL LEADGENIUS OR ITS EMPLOYEES, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LEADGENIUS OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE FOR ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF THE GREATER OF $100.

You agree that this General Disclaimer and Limitation of Liability are essential terms of these Terms and Conditions.

5. Indemnity

You agree to indemnify, defend and hold harmless LeadGenius, as well as its respective partners, suppliers, licensors, officers, directors, shareholders, employees, representatives, contractors and agents, and sub-licensees, from any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) in any and all jurisdictions arising from or relating to any allegation regarding: (1) your use of the Report; (2) LeadGenius’ use of any User Content or information you provide, as long as such use is not inconsistent with the Terms; (3) information or material provided through your registration account, even if not posted by you; and (4) any violation of the Terms by you.

6. Discontinuation of Service

LeadGenius may modify, suspend, discontinue or restrict access to or availability of any portion of the Report, without notice or liability. LeadGenius may at any time transfer rights and obligations under the Terms to any LeadGenius affiliate, subsidiary or business unit, or any of their affiliated companies or divisions, or any entity that acquires LeadGenius or any of its assets.

7. Statute of Limitations

You agree to file any claim regarding any aspect of the Report or these Terms within one year of the time in which the events giving rise to such claim began, or you agree to waive such claim.

8. Disputes/Arbitration/Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

LeadGenius and you agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

Initial Dispute Resolution: Our Customer Support Department is available at support@www.leadgenius.com to address any concerns you may have regarding the Report. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly and in good faith negotiations, which shall be a condition to either party initiating a lawsuit or arbitration. Binding Arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Report or related Services shall be finally settled by binding arbitration administered by the JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND LEADGENIUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Exception – Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. 30 Day Right to Opt Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in paragraphs (B), (C) and (D) by sending written notice of your decision to opt-out to the following address: 2054 University Avenue, Floor 4, Berkeley, CA 94704. The notice must be sent within thirty (30) days of receiving your Report, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, LeadGenius also will not be bound by them.

9. General Provisions

Severability. If for any reason any provision of these Terms is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of the Terms shall continue in full force and effect.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without LeadGenius’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. LeadGenius may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

No Waiver. Any failure of LeadGenius to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

Termination. In the event of termination of these Terms for any reason, you agree the following provisions will survive: the provisions regarding limitations on your use of Content, the license(s) you have granted to LeadGenius, the Disputes/Arbitration/Class Action Waiver provisions, and all other provisions for which survival is equitable or appropriate.

Entire Agreement. These Terms constitute the entire agreement between you and LeadGenius and supersede all prior or contemporaneous understandings regarding only your access to and use of the Report. No amendment to or modification of these Terms will be binding unless made in writing and signed by LeadGenius. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.