TERMS AND CONDITIONS

These terms form part of the Lead Generation Insertion Order (the “IO”) between Sayles Industries and “the Client”.

1. Service. Sayles Industries may serve ads (the “Lead Generation Advertisements”) on website pages that are owned, operated, authorized, or hosted by or for Sayles Industries and its affiliates (the “Lead Generation Websites”) and the network of advertising channels, including all forms of media, applications, and devices, through which Sayles Industries distributes ads, whether on or off the Sayles Industries Company Websites, in its discretion. When a user clicks on a Lead Generation Advertisement, that user will be directed to call or fill out a contact form (the “Form”), which will be created and hosted by or for Sayles Industries, that prompts the user to provide information that may include the user’s first name, last name, email address and telephone number. The information that the user provides is the “Lead,” and any information that personally identifies any individual user is “PII”. Sayles Industries will transmit the Leads directly to “the Client” on the IO. 
2. Provision of Ad Content. Content for the Lead Generation Advertisements and the Form, which content may include trademarks, service marks, logos and other distinctive brand features of “the Client” (the “Ad Content”) will be provided to Sayles Industries by or on behalf of “the Client”. All Ad Content is subject to Sayles Industries’ approval and must comply with Sayles Industries’ then current specifications and advertising policies, including the lead-time prior to display of the Lead Generation Advertisement. Sayles Industries may reject Ad Content and/or stop displaying any Lead Generation Advertisement at any time, for any or no reason (including, but not limited to, a belief that the display of Ad Content may subject Sayles Industries to liability). 
3. License; Ownership. “The Client” hereby grants to Sayles Industries, and its third-party service providers and third parties distributing the Lead Generations Advertisements via Lead Generation Websites, a non-exclusive, worldwide, royalty free, fully paid license to use, reproduce, copy, modify, encode, store, archive, distribute, transmit, translate, publish and publicly display the Ad Content in connection with the Lead Generation Advertisements, websites, calls and the Form. As between Sayles Industries and “the Client”, “the Client” owns the Leads subject to the limitations set forth herein; provided that “the Client” hereby provides Sayles Industries and its affiliates with a worldwide, royalty free, fully paid license to use the Leads. 
4. Terms of Payment. “The Client” agrees to pay Sayles Industries for any Leads delivered to “the Client” during each month of the term of the IO. Sayles Industries’ measurement of delivered Leads is the sole, official and definitive measurement under this IO. “the Client” may elect to pay by cash, check, or credit card or, to receive an invoice. If “the Client” receives an invoice, payment shall be made to Sayles Industries within 30 days of the date of such invoice. Sayles Industries reserves the right to charge a late fee of the lesser of 1.5% per month or the maximum rate allowable by law in the event that Sayles Industries does not receive payment by the date payment is due. “the Client” will pay Sayles Industries’ reasonable expenses, including attorneys’ fees and costs, incurred in collecting past due amounts. Sayles Industries may suspend performance under any agreements with “the Client” if “the Client” does not make timely payment or if “the Client’s” credit becomes impaired. 
5. Cancellation, Assignment or Resale. “The Client” may not (1) cancel the IO or (2) resell, assign or transfer any of “the Client’s” rights under the IO. In addition, subject to the license granted to Sayles Industries in Section 3 hereof, the Leads are for “the Client’s” use only, and “the Client” may not disclose, sell, license or otherwise transfer any of the Leads. Sayles Industries may terminate the IO without liability if “the Client” attempts to resell, assign or transfer any of its rights hereunder, or breaches any obligation hereunder and such breach is not cured within ten (10) days of receipt of notice of such breach. Sayles Industries may terminate the IO for convenience with notice to “the Client”. Sections 4, 7-13 and the last sentence of this Section 5 shall survive termination or expiration of the IO. 
6. Reports. If requested by “the Client”, Sayles Industries will provide a Lead detail report that includes the following: Lead Id, Time Stamp of Lead ID, Confirmation stamp from “the Client’s” system of Leads received and total number of Leads. Such reporting will be provided on a mutually agreed to basis. 
7. Representations and Warranties. “The Client” represents, warrants, and covenants that: (i) the Ad Content does not infringe the rights of any third party and neither the Ad Content nor “the Client’s” privacy policy violates any law, rule, regulation, or order; (ii) it has and will continue to have all rights and licenses necessary to perform all of its obligations hereunder; (iii) it has and will continue to meet the obligations of its privacy policy, (iv) it shall use the Leads for lawful business purposes and shall not use the Leads for the transmission of “junk mail,” “spam” or any other unsolicited mass distribution of information; and (v) it will maintain all Leads in a secure environment and in compliance with industry standard security specifications. 
8. Privacy Policies. Calls and Forms, and any other pages or outlets on which Leads are collected, shall contain a link to, and be governed by, Sayles Industries’ and “the Client’s” respective privacy policies. 
9. Security. “The Client” will have, at a minimum, industry standard security protocols in effect to protect the Leads and any PII. 
10. Indemnification. “The Client” will indemnify, defend and hold harmless the Sayles Industries Entities and its and their affiliates and their employees, representatives and agents against any claim, demand, action investigation or other proceeding (“Claim”), including all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees and costs) to the extent the Claim is based on or arises out of (i) the Ad Content or any material, product or service of “the Client’s that appears on any web page linked to from the Lead Generation Advertisement and (ii) any breach of Section 7, 8 or 9 of this IO. 
11. Limitations. THE SERVICES ARE PROVIDED “AS IS” AND SAYLES INDUSTRIES! MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. SAYLES INDUSTRIES! SHALL NOT BE LIABLE TO “THE CLIENT” (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM “THW CLIENT’S” RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER SAYLES INDUSTRIES! WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. IN ANY EVENT, SAYLES INDUSTRIES’ MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS IO, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY “THE CLIENT” TO SAYLES INDUSTRIES! HEREUNDER. 
12. Confidential Information. “Confidential Information” means any information disclosed to “the Client” by Sayles Industries, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that “the Client” can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to “the Client” by Sayles Industries, (ii) becomes publicly known and made generally available after disclosure to “the Client” by Sayles Industries other than through “the Client’s” action or inaction, or (iii) is in “the Client’s” possession, without confidentiality restrictions, prior to the time of disclosure by Sayles Industries, as shown by “the Client’s” files and records. “the Client” shall not at any time: (i) sell, license, or transfer any Confidential Information, (ii) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of “the Client’s” employees who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in this IO and who have a legitimate need to know such Confidential Information in connection with this IO), or (iii) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to “the Client” and in accordance with this IO. “the Client” agrees to take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, “the Client” may do so provided that: (a) “the Client” gives Sayles Industries prompt written notice of such requirement prior to such disclosure, (b) at Sayles Industries’ request, “the Client” assists Sayles Industries in obtaining an order protecting the Confidential Information from public disclosure, and (c) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Except for the Leads, all Confidential Information shall remain Sayles Industries’ personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information shall be delivered to Sayles Industries, destroyed, or uninstalled immediately upon Sayles Industries’ request, or upon termination of this IO. You may not issue any press release or other public statement regarding this IO without Sayles Industries’ prior written consent. 
13. General Terms. The IO is governed by and construed in accordance with the laws of the State of Pennsylvania except its conflicts of law principles, and each party agrees to personal jurisdiction and venue in the federal and state courts for Erie County, Pennsylvania. If an agency is signing the IO on behalf of “the Client”, the agency is listed on the first page of the IO and represents that it has the authority to bind “the Client” to these terms and agrees to indemnify the Sayles Industries Entities for any breach by agency of the IO. Sayles Industries and its subsequent assignees, if any, may assign, delegate, sublicense, or otherwise transfer from time to time the IO, or the rights or obligations hereunder, in whole or in part, to any person or entity. The IO and these terms are the complete and entire agreement between the parties, and supersede any other agreements (whether written or oral) between the parties, on this subject. The IO may only be amended by a written agreement executed by an authorized representative of each party.

Version 1.0 (6/18)