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Leads Usage - Terms & Conditions (v.07.19.05) LICENSE SUMMARY I Leads During the Term hereof, Empire Concepts Inc,, hereby agrees to grant the purchaser (Licensee) the right to use leads purchased from Empire Concepts Inc,,. The Leads, to the extent inventory so allows, are to be delivered in the quantity and frequency set forth in the purchase agreement (whether placed via telephone, website or email). In addition, the Leads provided shall contain either a valid telephone number or a valid email address, and shall not be duplicative of any Leads previously provided to Licensee by Empire Concepts Inc,, during the Term of this Agreement. Should any Lead provided not contain either a valid telephone number or email address or, in the alternative, be duplicative of Leads previously provided to Licensee by Empire Concepts Inc,, during the Term of this Agreement, then Empire Concepts Inc,, agrees to give Licensee a credit for each such Lead if, and only if, Licensee identifies the defective Lead in writing and notifies Empire Concepts Inc,, through the Licensee's customer account within 5 days of delivery of the corresponding Lead(s). Licensee hereby agrees that all Leads provided to it comply in all material respects with the terms of this Agreement unless Licensee provides Empire Concepts Inc,, with written notification of the Lead(s) that Licensee believes are defective or non-conforming within 5 days of delivery of the corresponding Lead(s). Empire Concepts Inc,, obligation to provide credit for leads is limited to a maximum number of leads that is equal to 100% of the total number of leads that Licensee purchased in this transaction. Licensee shall, under no circumstances, be entitled to a refund once your order is complete. However, Empire Concepts Inc,, reserves the right to issue, at its sole discretion, a partial refund.Empire Concepts Inc,, wil not be responsible for replacing invalid leads as described above when terms of the lead purchase include overage(free leads) in lieu of replacements with the exception if bad invalid leads surpass the free leads given. II. Terms of Use During the Term hereof and subject to the other terms and conditions of this Agreement, Empire Concepts Inc,, grants to Licensee a non-transferable, non-assignable limited license to use the Leads as follows: *The Leads provided to Licensee shall not be exclusively for the use of the Licensee - following delivery by Empire Concepts Inc,, of the corresponding Leads - unless otherwise noted in the purchase agreement or lead description. Thereafter, to the extent this Agreement is in effect, Licensee right to use the Leads shall be non-exclusive. *Empire Concepts Inc,, is not responsible for the use of its Leads by Licensee or any other end user. *Licensee agrees to use the Leads in a manner that strictly complies with all applicable state, federal, and international laws. This includes, but is not limited to, the CAN-SPAM Act of 2003 and all State laws that regulate e-mail marketing. *Licensee agrees not to falsify transmission (header) information in any and all electronic mail it directly and/or indirectly initiates or causes to be sent to the Leads, or to take any other steps to disguise the true origin of the electronic mail and sender. *Licensee agrees to only send electronic mail to Leads from a valid and working electronic mail address to which the Leads may respond. *Licensee agrees to include the following information in all of the electronic mail it directly and/or indirectly initiates or causes to be sent to the Leads: 1) accurate electronic mail Subject heading line; 2) the Licensees physical mailing address; and 3) a clear and conspicuously displayed mechanism for the Leads to unsubscribe or â opt out of receiving any further electronic mails (said mechanism to remain operational for not less than 30 days after transmission of the corresponding email). *Licensee agrees to cease sending email to any and all Leads that have requested to opt-out or unsubscribe within seven (7) days of the corresponding request. *Licensee agrees not to use the Business Leads to market to a minor any product or service that the minor may not lawfully purchase. III. Additional Terms This Agreement shall begin as of the Effective Date and shall remain in full force and effect until terminated by either party in a manner consistent with the terms and conditions set forth herein. 1. LICENSE RESTRICTIONS. (a) All rights not expressly granted herein are reserved by Empire Concepts Inc,,. This Agreement does not grant to Licensee the right to use the Leads for any other purpose not expressly set forth in the License Summary above. Empire Concepts Inc,, does not grant any implied license under any patents, trademarks, trade secrets, copyrights or other proprietary rights held by Empire Concepts Inc,,. The use by Empire Concepts Inc,, of an Online Lead Generation Form prepared by Licensee or any third party does not grant to Licensee or any third party any rights whatsoever in and/or to the Leads generated therefrom. (b) Licensee agrees not to use the Leads in any manner that is deceptive, improper, wrongful, unethical, and/or unlawful. 2. REPORTING AND PAYMENT. (a) Licensee agrees to remit payment to Empire Concepts Inc,, in the manner set forth in the License Summary and/or purchase agreement (as applicable). 3. DISCLAIMER. (a) Empire Concepts Inc,, does not guarantee that the Leads provided pursuant to the terms of this Agreement will generate revenue to Licensee. Empire Concepts Inc,, does not guarantee that the Leads provided can be contacted by Licensee or that the Leads provided are not otherwise available from another source separate from Empire Concepts Inc,,. Empire Concepts Inc,, makes no representation whatsoever regarding the suitability, creditworthiness, viability, or legitimacy of the Leads. Empire Concepts Inc,, exercises no control over, and accepts no responsibility for, the acts and/or omissions of the Leads. Empire Concepts Inc,,. makes no representation regarding whether the use by Licensee of the Leads is authorized pursuant to the Federal Trade Comission’s and Federal Communications Commission’s Telemarketing Sales Rules (a.k.a. Do Not Call Registry) or various federal and state laws regarding e-mail marketing. Empire Concepts Inc,, makes no representation regarding whether the use by Licensee of the Leads is authorized pursuant to the Federal Trade Commission’s and Federal Communications Commission’s Telemarketing Sales Rules (aka “Do Not Call Registryâ€?). Except as otherwise expressly set forth in this Agreement, the Licensee hereby agrees that the Leads are provided on an “as is, as availableâ€? basis. (b) Empire Concepts Inc,, MAKES NO EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED IN THE LICENSE SUMMARY, IF ANY, AND SPECIFICALLLY DISCLAIMS ANY WARRANTIES OF MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LICENSEE REMEDIES. In all cases involving a failure of the Leads to conform to the express terms set forth in the License Summary, Empire Concepts Inc,,’s sole obligation, and Licensee’s sole and exclusive remedy, is for Empire Concepts Inc,, to provide a credit to Licensee in an amount no greater than the amount actually paid by Licensee to Empire Concepts Inc,, for the corresponding Lead(s) if, and only if, Licensee notifies Empire Concepts Inc,, in writing through Licensee’s customer account within 72 hours of its receipt of the corresponding Lead(s). Empire Concepts Inc,,’s obligation and Licensee’s sole and exclusive remedy is expressly limited to a maximum credit equal to 0% of the total number of leads purchased in this transaction. 5. PROPERTY RIGHTS. All property rights in the Leads and any included materials provided to Licensee remain the property of Empire Concepts Inc,, and are protected by United States copyright laws and any copyright laws of other countries. 6. INDEMNITY. Each party hereto agrees to indemnify, defend and hold the other party harmless from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorneys’ fees and related costs, which (1) arise solely or in part from the act(s) and/or omission(s) of the indemnifying party; or (2) arise from or are related to a breach by the indemnifying party of any express warranty contained herein. 7. GOVERNING LAW; SEVERABILITY. This License Agreement is governed by the laws of the State of California without giving effect to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Section headings are for convenience only and will not be considered part of this Agreement. If any portion of this Agreement is ruled by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then, to the maximum extent permitted by law, the provision shall be reformed to reflect the intent of the parties or if the provision cannot be so reformed, severed from the contract, it being agreed that such severance shall not affect the validity and enforceability of the remaining provisions of this Agreement. 8. TERMINATION. (a) Except as set forth in paragraph 8(b), this Agreement may be terminated by either party by submitting one-week advance written notice to the other. (b) This Agreement may be immediately terminated by either party (1) in the event of a breach by either party of an express warranty contained herein; (2) if either party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or is the subject of reorganization; or (3) in the event either party becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes. (c) Upon termination of this Agreement by either party, all rights conferred hereby shall immediately terminate 9. ENTIRE AGREEMENT. This Agreement, together with any addendums, exhibits, amendments and schedules hereto, shall constitute the entire agreement and understanding between Empire Concepts Inc,, and Licensee with respect to the subject matter hereof and supersedes any prior representations, agreements, and/or understandings between the parties on these subjects. Any different or additional terms in any documents furnished by Licensee are specifically objected to and will not become part of this Agreement. This Agreement may be amended or superseded only by a written instrument executed by Empire Concepts Inc,, and Licensee This Agreement shall not be deemed accepted by, or binding upon, either party until executed by authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Empire Concepts Inc,, and Licensee. 10. ASSIGNMENT. This Agreement or any interest therein shall not be assigned by Licensee without the prior written consent of Empire Concepts Inc,,, which consent shall not be unreasonably withheld. 11. REPRESENTATIONS AND WARRANTIES. (a) Each Party represents and warrants to the other that it has full right and authority to enter into this Agreement and to perform all of its obligations hereunder; that its execution and performance of this Agreement will not breach any agreement between itself and a third party; and that the provisions of this Agreement are binding upon and enforceable against it except as may be limited by applicable bankruptcy laws and other laws affecting creditors rights. (b) Empire Concepts Inc,, represents and warrants that, to the extent expressly granted in the License Summary, and pursuant to the terms set forth in the License Summary, the Leads shall be exclusively provided to the Licensee. Empire Concepts Inc,, further represents and warrants that it shall use commercially reasonable efforts to provide Licensee with the quantity of Leads set forth in the License Summary. (c) Licensee represents and warrants that it will not engage in any deceptive or unlawful trade practice and that it will comply in all respects to all applicable laws, including, but not limited to, the CAN-SPAM Act of 2003 and various state laws that regulate e-mail marketing; that the information set forth in the Online Lead Generation Form is true and accurate to the best of Licensee’s knowledge; and that the Online Lead Generation Form does not infringe the intellectual property rights of any third party. (d) Licensee represents and warrants that it will provide free sample products to all Leads if the Licensee is advised that the said Leads have furnished their identifying information in consideration for receiving such free sample products. The quantity and quality of the free sample products must be in substantial conformance with the descriptions originally provided to each of the corresponding Leads. (e) Licensee represents and warrants that it will not market to a minor any product that the minor may not lawfully purchase. 12. CREDIT CARD AND CHECKING ACCOUNT BILLING AUTHORIZATION Licensee does hereby declare that the aforesaid party is: 1) the holder of the credit card used to place this order, 2) authorized by the holder of the credit card used to place this order; 3) authorized by the account holder of the checking account used to place this order; or 4) authorized by the owner of the checking account used to place this order, to use either the credit card or checking account to pay for the Business Leads and related charges as per this Agreement. Licensee does hereby authorize Empire Concepts Inc,,. to bill the credit card submitted or withdraw funds from the checking account provided for all charges due pursuant to the terms of this Agreement until such time as this Agreement is terminated pursuant to this Agreement. Licensee hereby authorizes Empire Concepts Inc,,. to obtain funds equal to the full amount of the purchase price as deposit in advance of shipping. It is agreed that because this transaction occurred over the Internet, it is not necessary for the credit card to be present or for a paper check to be signed for any legitimate charges to be valid. It is further agreed that this authorization is negotiated in the city of San Diego, California. 13. DISCLOSURE Each Party shall NOT disclose terms of this agreement to unlisted or secondary parties without the prior written consent of both Parties. I have read and agree to the terms set forth in this Agreement. No modifications to these terms have been made in the course of this transaction. By accepting and clicking the "I have read and agree to the above" checkbox below, both parties agree to abide by this Agreement.