Service Terms and Conditions

Service Terms and Conditions

Service Terms and Conditions

Thank you for choosing DealerOn, Inc., a Nevada corporation doing business as Lead Science (“Lead Science”) to provide your company (the “Customer”) the Digital Marketing Services (the “Services”) of its choice.

These Terms and Conditions of Service and End User License Agreement (together; this “T&C”) forms a part of the Service Agreement, which upon acceptance by Lead Science, forms a binding contract between the Customer and Lead Science.

This T&C consists of the General Terms and Conditions (the “GTC”) appearing immediately below and the Special Terms and Conditions (the “STC”) specific to each Service, appearing after the GTC. Each STC will be read, to the extent practicable, in concordance with all other terms of the Service Agreement and the GTC; provided, however, that the STC will control in the event of a conflict. The entire agreement between Lead Science and the Customer (the “Agreement”) consists of the Service Agreement and the T&C, as such may be changed from time to time pursuant to the GTC.

Lead Science recommends printing or saving a local copy of this document for the Customer’s records.

Lead Science Terms and Conditions of Service And End User License Agreement: General Terms and Conditions

The parties agree as follows:

1. Services

1.1 Scope of Services.
Lead Science shall provide digital marketing services identified on an order form. “Services” means lawyer marketing services, which may include website development and hosting, search engine optimization, e-mail services, online advertising (including paid advertising, directory advertising placements and lead generation), offline advertising. Lead Science may edit, suspend, or refuse to publish any Service or Work (as defined in section 2) that violates a third party’s rights or exposes Lead Science to liability.

1.2 Modification of Services.
Lead Science may modify its platform and Services from time to time. If Lead Science modifies a Service in a manner that materially alters the nature and value of the Service, Lead Science shall notify the Customer at least 30 days’ prior to the material modification and Customer may opt to terminate the Service, effective upon modification, by notifying Lead Science in writing within five business days following the modification.

1.3 Discontinuation of Services.
Lead Science, at its reasonable discretion, may discontinue a Service at any time and substitute one or more Services of comparable value, or it may discontinue the Service and related charges without substitution.

1.4 Disallowed Content.
Lead Science may refuse, modify, or remove from any Service content it deems to violate applicable law, its legal rights, or the rights of a third party and may terminate the Service if under its reasonable discretion it determines that other remedies are ineffective.

1.5 Staffing and Third-Party Services.
Lead Science may engage third parties to provide or fulfill the Services. The Customer acknowledges that third parties as necessary to provide the Services, provided that Lead Science will be responsible for the performance of such third parties.

2. Ownership

Subject to the Customer’s fulfillment of all payment obligations under this agreement, Lead Science hereby assign to the Customer all right, title, and interest it has in any work specifically created for the Customer under this agreement (the “Work”), except that: (a) any third-party data or intellectual property used to create the Work is specifically excluded, e.g. stock imagery, call tracking telephone numbers, online chat functionality, etc.; (b) Lead Science may use and distribute the Work as part of its portfolio and for promotional purposes in perpetuity; (c) shall own all rights to concepts, ideas, designs, and other materials which have been presented to the Customer but are not included in the Work; (d) shall own and retain all rights, including its intellectual property rights, to any technology, inventions, algorithms, processes, data, software, architecture, source files, source code, and other underlying elements used in the creation or hosting of any Work or Services (collectively, the “Underlying Technology”). Lead Science hereby grants the Customer a non-exclusive, royalty- free, worldwide, perpetual license to use our Underlying Technology to the extent it is incorporated into the Work or Services.

3. Term and Termination

3.1 Term.
This agreement will become effective on the date appearing in the signed order form. This agreement will continue for the number of months indicated on the order form as the initial term or the renewal term (“Term”).

3.2 Automatic Renewal.
Following a Term, Services will automatically continue in effect at then-current list pricing until the parties agree on a renewal order or until one party terminates the agreement in accordance with section 3.3.

3.3 Termination.
Either party may terminate an order form by giving the other party written notice of its intent to do so, and such termination will become effective 90 days after the notice is given or upon expiration of the current Term, whichever occurs later.

3.4 Other Events of Termination.
The agreement may also be terminated immediately pursuant to sections 1.2 or 1.4, or under the following circumstances: (a) The Customer formally dissolve its law firm and provide Lead Science with evidence of the dissolution; (b) The Customer or its authorized representative notifies Lead Science that it is unable to practice law due to death, disability, or professional discipline; (c) The Customer is a solo practitioner and is elected or appointed to judicial office; (d) Either party notifies the other of a material breach of this agreement, or another agreement between the parties, and the material breach exists and remains uncured for 30 days following notice (except that Lead Science may suspend or terminate this agreement immediately, without further notice, if the Customer fails to pay Fees when due).

4. Fees and Payment

4.1 Fees.
The Customer shall pay Lead Science the fees identified on the order form, plus any applicable taxes (“Fees”). List prices are subject to change at any time.

4.2 Payment.
Fees will begin to accrue on the effective date of the order form and will be billed as indicated in the order form. Fees may be invoiced and/or become payable prior to the Services being released, as certain Services require customization and collaborative development to occur before final release, e.g., website development. The Customer shall pay all invoices in full within 30 days of the invoice date.

5. Disclaimers

5.1 Disclaimer of Warranty.
LEAD SCIENCE MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES TO THE CUSTOMER REGARDING THE RESULTS OR PERFORMANCE OF THE SERVICES, INCLUDING THE QUALITY OR VOLUME OF INTERNET TRAFFIC OR BUSINESS THE SERVICES WILL GENERATE. CERTAIN TECHNOLOGIES USED BY INTERNET USERS MAY NOT SUPPORT FEATURES OR FUNCTIONALITIES INCLUDED IN THE SERVICES. LEAD SCIENCE SHALL NOT BE LIABLE FOR CLAIMS RELATED TO INTERNET USERS’ INABILITY TO ACCESS THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND COMPLETENESS. LEAD SCIENCE DOES NOT WARRANT THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS, OR ERRORS (“FAULTS”), OR THAT IT WILL BE ABLE TO CORRECT ALL FAULTS.

5.2 Third-Party Sites.
As part of the Services, Lead Science may submit Customer business profile information (firm and attorney names, contact information) and certain Work(s) for publication on third-party sites, such as directories or social media pages. Those sites may allow others to comment positively or negatively about the Customer’s firm or its attorneys or repost and share Customer information or Work. The Customer consents to such submissions and publication, understanding that Lead Science does not control those sites and shall not be responsible for removing or editing the Work or any comments after publication.

6. No Legal Advice

No statement, written or oral, by Lead Science, its employees, representatives, or contractors, is to be construed as legal advice. Some states restrict the visual and textual content attorneys may use in advertising, and some states require approval or pre-approval of lawyer advertisements. The Customer is solely responsible for complying with laws and regulations applicable to lawyer advertising and its use of the Services.

7. Limitation of Liability

Lead Science’s entire liability (and the liability of its vendors, licensors, agents, or affiliates) for all claims arising out of or in connection with this agreement will not exceed the amount of the Customer’s actual direct damages up to the amounts paid during the prior 12 months for the Service that is the subject of the claim. Lead Science shall not be liable for special, incidental, exemplary, indirect or economic consequential damages, anticipated savings, lost profits, lost business, lost revenue, or lost goodwill.

8. Limitation of Claims

No claim arising out of or related to any Service may be brought by either party more than 12 months after the Service ends, except that Lead Science may bring an action to collect unpaid Fees at any time prior to the expiration of the applicable statute of limitations.

9. Indemnification

9.1 Customer Indemnification.
The Customer shall indemnify and hold Lead Science harmless against any third-party actions, causes of action, liability, damages, costs, and expenses, including attorneys’ fees (collectively, “Losses”), arising out of a claim(s) that: (a) content or materials the Customer provided to Lead Science for use in the creation or publication of a Work, or the delivery of the Services, infringes on a third party’s intellectual property rights; (b) the Work or Services approved includes content that is false, offensive, deceptive, or defamatory, or may otherwise cause harm to Lead Science or a third party; (c) content or materials the Customer provided to Lead Science contained bugs, viruses, or malicious code; (d) Customer’s use of the Services failed to comply with applicable laws, rules, or regulations regarding attorney conduct, advertising or data privacy; or (e) Customer failed to comply with applicable third-party terms of service made known to Customer by Lead Science.

9.2 Lead Science Indemnification.
Lead Science shall indemnify the Customer against any Losses arising out of a claim(s) that:

(a) content or materials used in the creation or publication of a Work, or the delivery of the Services, infringes on a third party’s intellectual property rights; (b) the Work or Services, exclusive of content and materials that the Customer provided, contained bugs, viruses, or malicious code; or (c) Customer’s use of the Services violated the terms of use of one of Lead Science vendors or licensors whose terms were not made available to the Customer by identification of the vendor or reference to the third party’s terms of use in an order form.

10. Confidential Information

Each party shall not disclose confidential information received from the disclosing party, unless required by law or if necessary to perform the Services described in this agreement. The receiving party shall during the term of this agreement and for three years afterward, continue to protect the confidential information. If a court or government agency orders either party to disclose the other party’s confidential information, the other party will be promptly notified so that an appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits prior notification.

11. Use of Data

Lead Science collects data from the Customer and from users of the Services, directly and by using various technologies, such as cookies, pixels, and remarketing tags embedded into the Services. The Customer acknowledges that Lead Science may use third parties to assist in this data collection pursuant to Section 1.6. Lead Science uses the data to help it better understand the Services’ performance, the audience reached by the Services, and how it may better reach audiences in the future. Lead Science will share data as necessary to effectively provide the Services, comply with the law, and to protect its rights. Lead Science owns data that it collects from the Services, and Lead Science will store the data in accordance with its retention policies, which are subject to change from time to time.

12. Notices

For a notice or other communication under this agreement to be valid, it must be in writing and delivered (1) with all fees prepaid by a transportation organization with end-to-end tracking, or (2) by email. Notices must be sent to the address or the e-mail identified on the order form or otherwise provided by a party.

13. Governing Law and Venue

Maryland law governs all adversarial proceedings arising out of this agreement or Lead Science’s performance of the Services. A party may bring that proceeding only in the United States District Court for Maryland or in any state court of Maryland. Each party hereby waives any claim that any proceeding brought in accordance with this section 12 has been brought in an inconvenient forum or that the venue of that proceeding is improper.

14. General Provisions

14.1 Entire Agreement.
This agreement constitutes the entire understanding between the parties regarding the Services and supersedes all other agreements and any prior understandings regarding the Services, whether written or oral, between the parties.

14.2 Amendments.
No amendment to this agreement will be effective unless it is in writing and signed by both parties. Lead Science may amend agreement terms at its discretion to address technological, operational, or regulatory changes affecting delivery of the Services, the Customer shall be bound by such amendments, provided that the amendment does not materially affect the nature of the Services,

14.3 Force Majeure.
If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inability to comply will not constitute breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (3) that party complies with its obligations under this section.

For purposes of this agreement, “Force Majeure Event” means, with respect to a party, any event or circumstance, whether or not foreseeable, that was not caused by that party [(other than a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, a change in law, or an event or circumstance that results in that party’s not having sufficient funds to comply with an obligation to pay money)] and any consequences of that event or circumstance.

If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. Thereafter the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.

14.4 Relationship of Parties.
The parties intend their relationship to be that of independent contractors. Neither party is an agent, representative, or partner of the other. Neither party shall have authority to enter into any agreement on behalf of the other or undertake any obligation or liability for (or otherwise bind) the other party, except as provided in section 1.5.

14.5 No Exclusivity or Conflict of Interest.
Lead Science may provide Services to law firms throughout the world, without limitation. The Customer acknowledges that Lead Science’s provision of Services to other law firms, including Customer competitors, will not give rise to a conflict of interest.

14.6 No Assignment.
Customer shall not assign this agreement without Lead Science’s prior written consent. Lead Science shall provide Customer with written notice if it needs to assign this agreement as part of its business operations. Notwithstanding the foregoing, Lead Science may assign this agreement without notice if it is part of an acquisition, merger or consolidation, or transfer or sale of all or substantially all its assets, whether Lead Science is the surviving or disappearing entity.

14.7 Waiver.
No waiver of any provision of this agreement will be effective unless it is in writing and signed by the party granting the waiver. No failure or delay in exercising any right or remedy under this agreement operates as a waiver of that right or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.

14.8 Severability.
If any term of this agreement is deemed unenforceable for any reason, it is the intent of the parties that the remaining terms will continue to be fully enforceable.

14.9 Survival.
Any term of this agreement that provides a right or imposes an obligation after the termination or expiration date will survive the termination or expiration and be binding on the parties.

Lead Science Terms and Conditions of Service and End User Customer Agreement: Special Terms and Conditions Lead Science Digital Advertising (DAS) Service

The parties agree as follows:

1. Concordance; Precedence

These special terms and conditions of service (“STC”) apply specifically to the DAS Service (defined below) rendered pursuant to the Service Agreement. This STC will be read, to the extent practicable, in concordance with all other terms of the Service Agreement; provided, however, that this STC will control in the event of a conflict. Defined terms used but not defined in this STC will have the meaning ascribed to them in the Service Agreement.

2. Commencement Date

The “Commencement Date” for purposes of this STC will be the first day of the calendar month in which the first Campaign launches.

3. Digital Advertising Service Summary

Digital Advertising Service broadly encompasses search engine marketing, display, retargeting, reporting and other digital marketing functions and various components relating to each. Customer contracts the Digital Advertising Service by selecting a Digital Advertising Service package in the Service Agreement (“DAS” or the “Service”). Lead Science shall employ its extensive digital marketing expertise on an on-going basis to monitor sales markets and the requirements of third party-owned publishers, advertising networks, directories or other web site advertising services and search engines, such as that of Google, Inc. (“Third-Party Resources”), and shall create, develop, install, manage, maintain and optimize a customized digital advertising campaign utilizing the Service (“Campaign”) and deliver the Campaign utilizing Third-Party Resources as the delivery vehicle. Lead Science shall manage the Campaign on an on-going basis, focusing efforts and resources among the components of the Service most likely to maximize results in the reasonable exercise of its judgment; as a consequence, Customer acknowledges that Lead Science might not utilize all aspects or components of the Service at any given time.

4. Display and Retargeting

If the contracted Service includes Lead Science’s display and retargeting components (“Display” and “Retargeting,” as applicable), Lead Science will launch (a) the Display Campaign, after creative deliverables are generated for Customer and (b) the Retargeting Campaign, after Customer’s retargeting audience reaches the minimum size.

5. Campaign Management Overview

Lead Science’s Campaign management program consists of a significant level of pre-launch activities, allowing Lead Science to launch a Campaign(s) during the Term at the option of Customer subject to the terms of this agreement, and a heightened level of activity after launch. Program activities include ongoing market research, search term and competitive analysis, resource targeting, spend management, negative keyword discovery, and revised text ad copy as part of overall account reorganization. Optimization of ads, ad groups and keywords based on performance are ongoing elements of the program. By way of example, this includes pausing ad groups/keywords that are not performing to re-allocate appropriate Adspend (defined in section 8.b.) to higher performing areas, evaluating and recommending landing page improvements and providing impression share reporting and making recommendations to Customer.

6. Onboarding

Prior to the Commencement Date, Lead Science shall conduct an onboarding question and answer with Customer and analyze Customer input, such as Customer needs, target cities, top performing zip codes, advertising radius, phone number forwarding, marketing phrases, competitors, and the like. Customer shall timely and reasonably cooperate with Lead Science in providing the required onboarding information in a reasonably timely manner, to allow Lead Science sufficient time to undertake the activities necessary to meet the proposed Commencement Date. If the Third-Party Resource on which the Service is to be rendered has been previously contracted by Customer, Customer shall obtain the necessary access to such Third-Party Resource for Lead Science; Lead Science’s obligation to provide Service is subject to receipt of such access. After commencement, the parties will continue to cooperate in like manner during the Term. For this purpose, Customer’s primary contact appears on the Service Agreement. Subject to receipt of this information from Customer, Lead Science shall make reasonable efforts to meet the proposed Commencement Date (and subsequent monthly launches during the Campaign), build Campaigns customized to Customer needs and continuously optimize such Campaigns in response to market forces, so as to maintain near-launch-ready Campaigns for Customer throughout the Term. All of these pre-launch activities will allow Lead Science to stand ready to launch a Campaign in the short time frame required by the markets, at Customer’s request in accordance with the terms of this agreement. After initial launch, Lead Science shall continue these activities and implement additional aspects of the Service, including gathering metrics, performance analysis and increased levels of management activity- strategy development, Campaign optimization, platform maintenance and client communication.

7. Ownership and Use of Material for Promotional Purposes

During the Term, Customer hereby grants Lead Science the right to use Customer’s text, images work, marks and other Customer Content in rendering the Service for promotional purposes and/or to cross-link it with other advertising developed by Lead Science. Customer will retain all its intellectual property rights in any such Content that it owns and delivers to Lead Science for use in rendering the Service. Lead Science will retain all its intellectual property rights in all Lead Science text, images, work, marks, and other Lead Science content that it owns and utilizes in rendering the Service and delivers to Customer. Each party shall be responsible to the other for ensuring that it owns or has licensed the rights to intellectual property shared in accordance with this agreement. As between the parties, the intellectual property made available by a party, in the rendering of the Service, is the sole property of that party and the other party shall not contest the ownership rights of such other party in its intellectual property. In no event will Lead Science’s ownership of its Services, or any component, content or deliverable thereof, be deemed to be in any way transferred by virtue of this agreement.

8. Management Fee; Campaign Adspend; Initial Adspend; Commencement Date; Adspend Changes; Adspend Change Process; Authorized User

a. The Management Fee is a monthly recurring Fee for management of the Campaign and other aspects of the DAS Service, which is subject to certain minimums. The Management Fee may vary each month from the amount initially appearing in the Service Agreement (which applies to the first month of Digital Advertising Service). The Management Fee for subsequent months will be determined based on the level of Digital Advertising Service contracted and the amount of Adspend budget the Customer elects to spend in a given month, all in accordance with Appendix A to the Service Agreement; provided, however, Customer shall pay a minimum Management Fee every month during the Term, even if Customer elects to not spend Adspend in a given month.

b. The initial amount specified by Customer to be spent by Lead Science in advertising on Third-Party Resources, for each calendar month of Service comprising the Campaign (“Adspend”), is set forth in the Service Agreement. The initial Adspend amount will remain in effect for the remainder of the Term, unless changed in accordance with the immediately following section c. Similarly, any change in the Adspend will remain in effect for the remainder of the Term, unless subsequently changed in accordance with said section c. Customer may elect to reduce Adspend in accordance with said section c; provided, however, that Adspend must not be eliminated or reduced to a level lower than that amount of Adspend which has already been spent or committed to Third-Party Resources. Subject to this agreement, Adspend will be entirely spent on Third-Party Resources in delivering the Campaign and amounts not spent in each month will be applied in succeeding months during the Term. As a result, Adspend will not be refundable to Customer.

c. Customer may request a change to the amount of the Adspend by communicating such at least five business days in advance. Lead Science’s approval of the change will be subject to (i) such requested Adspend amount being greater than or equal to the amount of Adspend which has already been spent or committed to Third-Party Resources and (ii) the availability, or in lieu thereof, the receipt of the requested Adspend amount (and applicable Fees) at least five business days prior to the day in which the change in Adspend is to take effect, all in accordance with the process set forth in the immediately following section d. Subject to the foregoing, Lead Science shall not unreasonably withhold approval of Adspend amounts requested by Customer, including requests for an Adspend amount of zero dollars.

d. Subject to the immediately preceding section c., Customer may seek to change its Adspend by informally communicating a request that Lead Science initiate a two-step change process: (i) Lead Science will formulate a change proposal document in response to Customer’s request (“Change Proposal”) and make such Change Proposal to the Authorized E-mail of Customer; (ii) Customer may accept such Change Proposal by promptly evidencing unequivocal acceptance (i.e., without varying the terms of the Change Proposal and otherwise following its instructions) in a reply to the Authorized E-mail of Lead Science (“Change Confirmation”), the effective time of such change to be in accordance with the Billing & Payment section, appearing below. In the authorized Email section of the Service Agreement, Customer designates the company e-mail address(es) of an authorized user duly empowered by Customer to receive Change Proposals to the amount of the Adspend and to accept such proposals by e-mailing Confirmation of Adspend changes. Customer shall fully cooperate with Lead Science in its efforts to record and administer all such authorizations in a manner that is compliant with third-party information security requirements. For its part, Lead Science hereby designates as its “Authorized E-mail” the company e-mail of the Lead Science representative actually e-mailing the Change Proposal; such Lead Science representative is authorized to formulate and make Change Proposals to the amount of the Adspend and to receive e-mail Confirmation of Adspend changes. Each party hereby adopts its respective Authorized E-mail address as the “signature” of its duly authorized representative for purposes of this agreement. Either party may change its Authorized E-mail address by providing the other party written notice in accordance with notice provisions of this Service Agreement or by following the change process set forth in this section. Except for a possible change to an Authorized E-mail address, the Adspend amount may be changed pursuant to the change process set forth in this agreement; in no event will a Change Proposal and/or Change Confirmation will be deemed to bind the parties in any other regard or to amend this agreement.

To change the process set forth in the immediately preceding section d., e-mails bearing an Authorized E-mail address of the sending party will be deemed by the receiving party to be a writing originated, signed and delivered by the duly authorized representative of the sending party. Pursuant to the foregoing, Customer acknowledges that Confirmations received by Lead Science, from an Authorized E-mail address designated by Customer, may be deemed by Lead Science to be a writing originated, signed and delivered on behalf of Customer; in like manner, Lead Science acknowledges that Change Proposals received by Customer, from an Authorized E-mail address designated by Lead Science, may be deemed by Customer to be a writing originated, signed and delivered on behalf of Lead Science. Each party shall protect its own and Third-Party Resource account access credentials and designated Authorized E-mail address password(s) from unauthorized access. As regards the Authorized E-mail accounts, each party shall be solely responsible for any password dissemination, email sharing permissions, account access delegations and similar access to party-designated Authorized E-mails within such party’s business organization. Neither party shall contest or assert a defense to the validity or enforceability of an agreed Adspend change by raising issues of fact or law relating to 1) the authority of the employee, agent, attorney-in-fact or any other person utilizing the Authorized E-mail address(es) designated by such party and/or 2) the execution or delivery of Change Proposals or Change Confirmations signed and delivered by electronic means in the manner provided for in this agreement.

9. Reporting

After the initial month of the Campaign, Lead Science shall make updated monthly reports available to Customer through Lead Science’s online reporting platform during the Term. Lead Science will stand ready to conduct, and recommends that Customer schedule, a monthly performance review call with Lead Science’s Digital Advertising Manager.

10. Nondisclosure and Confidentiality

All commercial terms contained in the Service Agreement and any modification to it, as well as Lead Science-generated DAS reports, keyword lists, recommendations and other DAS-related confidential, commercially sensitive, proprietary and/or consumer information exchanged by the parties, will be deemed to be confidential information as contemplated in the Agreement and must receive the confidential treatment accorded to such information.

11. Service Disclaimers

Customer acknowledges the following with respect to the Service:

a) Third-Party Resources that may be utilized by Lead Science in rendering the Service are not owned or controlled by Lead Science; as a result, Lead Science shall not be responsible for any negative impacts due to the policies maintained or instituted by such Third-Party Resources.

b) Many of the Third-Party Resources Lead Science may utilize are competitive in nature and Lead Science is therefore unable to guarantee position, consistent positioning, or specific placement of any particular pay-per-click keyword, phrase or search term.

c) Pay-per-click advertising may be subject to the individual policies and procedures of Third-Party Resources; each edit or change made to any resources employed by Lead Science may repeat these inclusion times.

d) Third-Party Resources utilized by Lead Science may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

e) Any Third-Party Resources utilized by Lead Science may drop listings from its database for no apparent or predictable reason; Lead Science shall re-submit resources to the Third-Party Resource based on the current policies of the Third-Party Resource in question.

f) Lead Science shall make reasonable efforts to discover and keep Customer informed of any changes that impact the Campaign and its execution; provided, that despite the exercise of reasonable care, Lead Science might not become aware of changes to Third-Party Resources, industry dynamics, market factors or any other change that might affect the Campaign.

g) The excuse for failure or delay in performance by a party, appearing in the Force Majeure section of the Service Agreement, resulting from any cause beyond the reasonable control of a party, such as “third party nonperformance,” will be specifically understood to encompass any cause due to the action or inaction of Third-Party Resources, over which a party has no control.

12. Billing & Payment

Customer shall pay all Fees set forth in the Service Agreement for use of the DAS Services specified therein (“Fees”) in accordance with the Service Agreement, unless otherwise specified in this agreement. The Management Fee for DAS Service must be paid in accordance with the Service Agreement. Customer shall promptly pay invoices upon issuance. Adspend invoices may be submitted by email or other electronic means and amounts invoiced by Lead Science to Customer must be paid in advance of the month in which Adspend is to be spent. During the onboarding process and prior to the Commencement Date, Customer shall arrange for payment of Adspend in advance of the month of Service, reasonably acceptable to Lead Science, which may include credit card payment or electronic transfer of funds to Lead Science’s bank account. Customer requests to increase Adspend within the calendar month, and the incremental Adspend amount, will be invoiced by Lead Science and received from Customer before such Adspend increase will take effect; Customer requests to decrease Adspend will be accounted for and effected promptly within the normal course of providing the Service. In the normal course of rendering the Service, decreases in Adspend are not refunded to Customer but held to fund future Adspend. The rendering of the Service is subject to receipt by Lead Science of all Fees and timely Lead Science access to Adspend funds each month, as well as compliance with all other terms of the Service Agreement. Failure of Customer to timely pay Adspend as contemplated in this agreement will not excuse Customer’s obligation to pay Fees in this agreement. Nothing this agreement will require Lead Science to advance monies or otherwise finance Customer’s Adspend budget for a Campaign should Customer fail to timely pay Adspend within the delays contemplated in this section. In the event of non-payment, Lead Science may setoff its Fees from any other Customer funds and avail itself of the other remedies available under the Services Agreement. All payment terms of the Service Agreement which do not conflict with the foregoing, will also be applicable.