Privacy Policy

This LEADPORTE, LLC Marketing Data Services Subscription Agreement consists of the Subscription Agreement Subscriber Responsibilities and Privacy Policy, which are all incorporated herein by this reference and made a part hereof.

You agree that by clicking “I accept”, “Join Now”, “Sign Up” or similar, registering, accessing or using our services described below, you are agreeing to enter into a legally binding contract with LeadPorte LLC even if you are using our services on behalf of a Company. If you do not agree to this contract, do not click “I accept” (or similar) and do not access or otherwise use any of our services.

1. SUBSCRIPTION AGREEMENT

LEADPORTE, LLC {“LEADPORTE”) grants Subscriber a non-exclusive, non-transferable limited license to access and use <LEADPORTE, LLC> and the materials available therein referred to {“Online Services and Materials” or “Online Services or Materials”) pursuant to the terms set forth herein. Subscriber agrees that by using the Online Services and Materials it agrees to and accepts all terms and conditions of the Subscription Agreement. Subscriber may view and print the Subscription Agreement at: <website>

2. TERM

2.1 The term of Subscriber’s commitment for the LEADPORTE product offering shall begin upon the date Subscriber’s billing account (“Account Number”) is activated (“Activation”) and shall continue until the last period set forth in Section 3.4 below (the “Committed Term”). Upon the expiration of the Committed Term, this Agreement shall automatically renew on the 1st of each month for additional monthly periods (each a “Renewal Term”) at the then-current Monthly Installment (hereinafter defined). The Committed Term and any Renewal Terms shall collectively be the “Term.” Subscriber may avoid entering into a Renewal Term by providing LEADPORTE with at least 10 days prior written notice delivered to LEADPORTE before the beginning of the Renewal Term. If subscriber terminates pursuant to this section and gives the required written notice, this Agreement shall terminate effective at 11:59 p.m. on the last day of the last Renewal Term. If Subscriber terminates this Agreement pursuant to this Section, then Subscriber shall pay all Monthly Installments and other charges incurred up to the date of termination

2.2 If Subscriber materially breaches the terms of this Agreement Subscriber agrees to pay to LEADPORTE, in addition to any other damages set forth in this Agreement, an amount equal to the difference between the aggregate amount of the charges applicable to Subscriber’s use of the Online Services and Materials under this Agreement at the standard rates, and the aggregate amount of charges Subscriber paid to LEADPORTE under this Agreement. The foregoing shall be in addition to any other remedies that LEADPORTE may have at law or in equity with regard to Subscriber’s infringement of intellectual property belonging to LEADPORTE or its third-party suppliers of data, misappropriation of proprietary data, breaches of confidentiality obligations, and with respect to the indemnification and defense obligations set forth herein.

2.3 If any charge not the subject of a legitimate dispute should remain unpaid for more than 35 days after becoming due LEADPORTE reserves the right to require each remaining unpaid Monthly Installment for the Committed Term to become immediately due and payable to LEADPORTE. LEADPORTE may suspend access to the Online Services and Materials until all unpaid amounts are paid in full. No claims directly or indirectly related to this Agreement with respect to amounts billed or payments made under this Agreement may be initiated by Subscriber more than 3 months after such amounts were first billed to Subscriber.

3. PRICING

3.1 Subscriber shall pay a monthly fee which is set forth upon the initial set up of Subscriber’s billing account. Each monthly fee shall be known as the Monthly Installment. Subscriber shall pay in full, the Monthly Installment and any other amounts due and owing in advance of each month. At the time of the opening of the account, the Monthly Installment shall be prorated for any partial month.

3.2 Subscriber acknowledges the pricing and content provided in this Agreement depend in part on the <number of user accounts>. Subscriber certifies that as of the date Subscriber signs this Agreement the number of Authorized Users in Subscriber’s business as Subscriber is specified on the last page of this Agreement above Subscriber’s signature (“Reference Number”) and it is true and accurate. Subscriber shall immediately notify LEADPORTE in writing on each event of an increase in the Reference Number. If there is a change in the Reference Number, LEADPORTE may, in its sole discretion, on at least seven-day (7) prior written notice to Subscriber, increase or decrease the Monthly Installment by an amount that does not exceed, on a percentage basis, the change in the Reference Number.

3.3 Use of Online Services and Materials under this Agreement is available to Subscriber and its’ Authorized Users (defined herein) only for marketing purposes.

3.4 The Committed Term shall be one year.

4. ACCESS TO SERVICES

Only your employees, temporary employees, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials (“Eligible Persons”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term “Authorized User” means an Eligible Person whom you have identified to LEADPORTE for purposes of issuing an LEADPORTE ID. You agree that each LEADPORTE ID may only be used by the Authorized User to whom LEADPORTE assigns it and that the LEADPORTE ID may not be shared with or used by any other person, including other Authorized Users. You shall manage your roster of Authorized Users and shall promptly notify LEADPORTE to deactivate an Authorized User’s LEADPORTE ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Online Services and Materials. You are responsible for all use (authorized and unauthorized) of the Online Services and Materials accessed with LEADPORTE IDs issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You shall use your best efforts to prevent unauthorized use of LEADPORTE IDs assigned to your Authorized Users and shall promptly notify LEADPORTE, in writing, if you suspect that an LEADPORTE ID is lost, stolen, compromised, or misused. You may not access or otherwise use the Online Services and Materials if you are identified on, and You may not provide access to the Online Services and Materials to any individuals identified on, OFAC’s list of Specially Designated Nationals, the UK’s HM Treasury’s Consolidated List of Sanctions Targets, or the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions. You are responsible to be sure that all Authorized Users meet the terms set forth herein and you shall indemnify, defend and hold harmless LEADPORTE from any and all claims arising as a result of a failure to meet and/or comply with the terms set forth herein. You are responsible to advise LEADPORTE, in writing, when LEADPORTE ID need to be canceled. You remain liable for all charges incurred on LEADPORTE IDs issued to you and you remain liable for all costs and damages incurred by LEADPORTE arising from LEADPORTE IDs issued to you until LEADPORTE has actually received and processed the cancellation of a LEADPORTE ID.

4.1 Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by LEADPORTE in writing, use of the Online Services and Materials is permitted only via manually conducted, discrete, individual search and retrieval activities.

4.2 To comply with local privacy, data protection and other laws, each LEADPORTE ID is country specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If LEADPORTE suspects use of an LEADPORTE ID outside the country of issue for a period in excess of 30 continuous days, LEADPORTE may suspend the LEADPORTE ID or require you to use and pay for an LEADPORTE ID for the relevant country. On request, LEADPORTE shall issue a geographically compliant LEADPORTE ID, subject to the pricing for that geographic area.

5. GRANT OF RIGHTS; RESTRICTIONS ON USE

5.1 You and your Authorized Users (defined below in Section 4.0) are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorized User are as follows:

• (a) The right to electronically display Materials retrieved from the Online Services for the Authorized User’s individual use (e.g., no Authorized User may network others via LANs, WANs, intranets or the Internet).

• (b) The right to email, fax, download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, “Authorized Printouts”);

• (c) the right to download using the commands of the Online Services and store in machine-readable form, primarily for Subscriber’s exclusive use the Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Materials is not further limited or prohibited herein. You can enhance the Materials and then sell them, however, it is strictly prohibited to download the Materials and sell them in that form. The storage may continue so long as the Materials are needed for purposes contemplated under this Subscription Agreement;

• (d) For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services and Materials for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, your access and use shall be governed by this Agreement and you shall be liable to LEADPORTE for any breach of this Agreement, as well as for any unauthorized access and also for payment for use at the then current rates.

5.2 Each Authorized User shall be limited to a single LEADPORTE ID for his or her exclusive use. Unless otherwise authorized by LEADPORTE in writing, each Authorized User’s LEADPORTE ID shall be limited to a single computer, workstation or similar electronic device (“Associated Device”). Subscriber shall designate an Associated Device for each LEADPORTE ID issued by LEADPORTE. Authorized Users shall not access the Online Services or Materials except through Associated Device designated for their LEADPORTE ID. Subscriber shall use all reasonable commercial efforts to limit the use of issued LEADPORTE ID’s to a single Associated Device. Authorized users shall not share their login information and/or passwords with others, regardless of whether those persons have been assigned their own LEADPORTE ID. No Authorized User shall be assigned or permitted to use more than one login. Nothing in this Paragraph shall be construed to prohibit Subscriber from designating more than one LEADPORTE ID to an Associated Device, but Subscriber shall take all reasonable commercial measures to ensure that LEADPORTE IDs are not used on more than one device.

5.3 In the event that an Authorized User’s employment with Subscriber is terminated or an Authorize User otherwise is no longer an Eligible Person, Subscriber shall immediately take all reasonably commercial steps to revoke any such Authorized User’s access to the Online Services or Materials, including but not limited to changing the Authorized User Account’s password or otherwise disabling or deleting the account and shall give notice to LEADPORTE in writing of the same so that LEADPORTE may take all necessary steps to prevent authorized User from further accessing the Online Services and Materials. Subscriber shall remain liable for charges and fees incurred until such time as LEADPORTE has actually canceled the Authorized User access.

5.4 Subscriber shall maintain an up to date roster of all Authorized Users, LEADPORTE IDs and Authorized Devices. Subscriber hereby agrees to furnish LEADPORTE with this list in no more than 2 business days after LEADPORTE’s request.

5.5 Neither you nor your Authorized Users may use information included in the Online Services or Materials to determine an individual consumer’s eligibility for (a) credit or insurance or for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681.

6. LIMITED WARRANTY

6.1 LEADPORTE represents and warrants that it has the right and authority to make the Online Services and Materials available to you and your Authorized Users as authorized expressly by this Subscription Agreement.

6.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LEADPORTE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEADPORTE MAKES NO OTHER WARRANTIES OR GUARANTEES. LEADPORTE MAKES NO GUARANTEES OR WARRANTIES REGARDING THE ONLINE SERVICES AND MATERIALS AND/OR REGARDING ANY DATA QUALITY PROVIDED HEREUNDER.

7. LIMITATION OF LIABILITY; INDEMNIFICATION

7.1A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials, (c) your or an Authorized User’s use of the Online Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Online Services and Materials, (e) the content, accuracy, or completeness of the Online Services and Materials, all regardless of whether you received assistance in the use of the Online Services and Materials from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to or from within the Online Services and Materials.

7.2“Covered Party” means (a) LEADPORTE and any officer, director, employee, subcontractor, agent, successor, or assign of LEADPORTE; and (b) any third-party supplier of Online Services and Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third-party supplier of Online Services and Materials or third party alliance entity or any of their affiliates.

7.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES AND/OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES AND MATERIALS IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ANY AND ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

7.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY AND/OR DEFENSE OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS’) INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LEADPORTE, AND/OR THE WILLFULL OR GROSS NEGLIGENCE OF YOU AND/OR YOUR AUTHORIZED USERS.

7.5 Subscriber agrees to indemnify, defend, and hold LEADPORTE and its officers, directors, employees, subcontractors, agents, successors, assigns, and users harmless for any and all claims, damages, costs, fines and expenses that LEADPORTE may incur arising out of, as a result of or in connection with Subscriber’s, or any of Subscriber’s Authorized Users’ (regardless of said Authorized Users employment status with Subscriber and regardless of whether they qualify as Eligible Persons as defined above), use of the Online Services and Materials. Subscriber agrees to indemnify, defend, and hold LEADPORTE and its officers, directors, employees, subcontractors, agents, successors, assigns, and users harmless for any and all claims against LEADPORTE arising from Subscriber, or any of Subscriber’s Authorized Users and/or the sale of any of the Online Services and Materials.

7.6 If Subscriber’s use of the Online Services and Materials or the operation thereof become, or in the opinion of LEADPORTE, are likely to give rise to any violations of any law or regulation, claims, damages, costs, fines, or expenses LEADPORTE may, at its option and expense, either: (i) procure for you the right to continue using the Online Services and Materials, (ii) replace or modify the Online Services and Materials so that they become non-infringing, or (iii) terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid Monthly Installments, however, no Monthly Installments previously paid for prior months or portions thereof will be refundable.

8. FORCE MAJEURE; SCHEDULED MAINTENANCE

8.1 The parties understand that performance by LEADPORTE may be interrupted or delayed by an occurrence outside of its control, including but not limited to the following: an act of God, war, riot, sovereign conduct, or conduct of third parties. If that should occur, LEADPORTE shall be excused from performance for as long as it is reasonably necessary to complete performance, or, alternatively, shall be excused from further performance on notice to Subscriber stating the reason for the nonperformance.

8.2 In the event LEADPORTE determines that it is necessary to interrupt access to the Online Services and Materials or that there is a potential for access to be interrupted for the performance of scheduled maintenance, in no event shall interruption for scheduled maintenance constitute a failure of performance by LEADPORTE.

9. SECURITY EVENTS

If Subscriber, any of Subscriber’s Authorized Users, or any person Subscriber or Subscriber’s Authorized Users permits to use the Online Services and Materials or who gains access through an Authorized User’s failure to properly secure his or her LEADPORTE ID or computer (a “User”) should access or use the Online Services and Materials in an unauthorized manner (a “Security Event”), then the following provisions shall apply: (a) if required by applicable law, you shall notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you shall notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification shall not reference LEADPORTE or the product through which the Regulated Data was provided, nor shall LEADPORTE be otherwise identified or referenced in connection with the Security Event, without the express written consent of LEADPORTE; (d) you shall be solely liable for all claims that may arise from a Security Event caused by you, your Authorized Users or a User and you shall indemnify, defend, and hold harmless LEADPORTE and its officers, directors, employees, subcontractors, agents, successors, and assigns from any third party claims directed against LEADPORTE that arise from the Security Event; and (e) all notifications and indemnity claims related to the Security Event shall be solely at your expense.

10. CONFIDENTIAL INFORMATION

Subscriber hereby agrees that the disclosure of this Agreement to third parties may cause severe competitive harm to LEADPORTE so that this Agreement, its pricing, content and all related invoices shall be held in strict confidence and not shared with any third parties including, but not limited to advisors, consultants, agents and independent contracts under any circumstances, unless required by law or Subscriber obtains written consent from LEADPORTE. In addition, this Agreement shall only be shared with Subscriber personnel who have legitimate need to know.

11. JURISDICTION AND CHOICE OF LAW

11.1 THE PARTIES EXPRESSLY AGREE THAT THIS CONTRACT SHALL BE DEEMED TO HAVE BEEN FORMED IN THE STATE OF ILLINOIS, COUNTY OF COOK, AND THAT ALL QUESTIONS CONCERNING THE VALIDITY, INTERPRETATION, OR PERFORMANCE OF ANY TERMS OR PROVISIONS OF THIS CONTRACT, OR OF ANY RIGHTS OR OBLIGATIONS OF THE PARTIES UNDER THIS CONTRACT, SHALL BE GOVERNED BY, CONSTRUED AND RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS REGARDLESS OF THE LAW THAT MIGHT OTHERWISE APPLY UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.

11.2 ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED BY A STATE COURT LOCATED IN THE CITY OF CHICAGO, COUNTY OF COOK, ILLINOIS. SUBSCRIBER HEREBY AGREES TO SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED WITHIN THE CITY OF CHICAGO, COOK COUNTY, ILLINOIS, FOR THE PURPOSE OF LITIGATING ALL SUCH CLAIMS OR DISPUTES.

12. MISCELLANEOUS

12.1 LEADPORTE’s ability to provide access to the Online Services and Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions (“Data Laws”) and by the licenses under which it obtains materials (“Licenses”). You acknowledge that LEADPORTE may perform a due diligence review of your account upon registration and that the due diligence review shall be heightened if you desire to access sensitive, non-public materials about individuals. You also acknowledge that LEADPORTE may perform periodic reviews of you and your Authorized Users’ use of Online Services and Materials subject to Data Laws or Licenses (“Regulated Data”) in order to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users shall cooperate with LEADPORTE in any such due diligence or regulatory review and shall promptly produce all relevant records and documentation reasonably requested by LEADPORTE. All reviews shall be at LEADPORTE expense. If there is any failure to cooperate with LEADPORTE, or if any review reveals the lack of a permissible purpose to access Regulated Data, LEADPORTE may deny access to the Online Services and Materials or to Regulated Data. LEADPORTE shall be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non-cooperation.

12.2 This Agreement may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed unilaterally by LEADPORTE immediately upon notice to you. If any changes are made to this Subscription Agreement, such changes shall: (a) only be applied prospectively; and (b) not be specifically directed against you or our Authorized Users but shall apply to all similarly situated LEADPORTE customers using the Online Services and Materials. You may terminate this Subscription Agreement upon written notice to LEADPORTE if any change to this Agreement is unacceptable to you. For termination to be effective under this Section 12.2, written notice of termination must be provided to LEADPORTE within 30 days of the effective date of the change. Continued use of the Online Services and Materials following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided above, this Subscription Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this Subscription Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.

12.3 LEADPORTE may temporarily suspend or discontinue providing access to the Online Services and/or Materials to any or all Authorized Users in breach of this Subscription Agreement without notice and LEADPORTE may pursue any other legal remedies available to it.

12.4 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services and Materials by LEADPORTE. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services and Materials; or on the date received, if delivered in any other manner. Legal notices to LEADPORTE should be sent to:


Dickler, Kahn, Slowikowski & Zavell, LTD

Attn: Corporate Counsel, LeadPorte LLC

85 W Algonquin Rd., Suite 420

Arlington Heights, IL 60005

12.5 The failure of you, LEADPORTE, or any third-party supplier of Online Services and Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

12.6 You shall not attempt to reverse engineer any Online Services and/or Materials. You shall not mechanically harvest any data from LEADPORTE or manipulate the user interface to deliver more data than your monthly allowance. You shall be liable for all of LEADPORTE’s damages arising from any of the above by your Authorized Users LEADPORTE ID.

12.7 Neither you nor any Authorized User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of LEADPORTE, which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

12.8 This Agreement does not bind either party until it has been accepted by both parties. Subscriber may accept this Agreement by signing below. LEADPORTE shall accept this Agreement by providing Subscriber with access to the Online Services and Materials.

12.9 This Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.

13. TERMINATION

13.1 Notwithstanding any other term contained herein, LEADPORTE may terminate this subscription Agreement at any time. In the event of a termination pursuant to this Paragraph, LEADPORTE shall be liable only to reimburse Subscriber for the prorated amount

14. COMPLIANCE WITH LAW

14.1 All LEADPORTE offers are void where prohibited by law. LEADPORTE has made no representation of any kind regarding Subscriber’s ability to legally contact or use the leads provided or maintained by LEADPORTE.

14.2 Subscriber is required to use the leads provided and/or the services rendered by LEADPORTE in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (1) Do-Not-Call list prohibitions; (2) telemarketer licensing and bonding requirements; (3) consumer cancellation rights; (4) mandatory disclosures; (5) cell phone calling restrictions; (6) autodialer and pre-recorded message restrictions; (7) internal DNC/opt-out rules; and all other applicable laws and regulations. By making any use of the services or the leads, Subscriber expressly warrants that Subscriber is and shall continue to act in full compliance with the law and Subscriber shall indemnify, defend, and hold LEADPORTE and its officers, directors, members, employees, agents, and subcontractors harmless from any breach of any warranty set forth herein.

14.3 Subscriber agrees that Subscriber has read and understands the FTC’s Telemarketing Sales Rule (“TSR”) and the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations. Subscriber understands that in some cases, applicable state and local restrictions are more restrictive than the federal rules. Subscriber should review these rules with Subscriber’s own legal counsel to ensure that Subscriber understands and complies. LEADPORTE does not assume responsibility for ensuring that Subscriber’s marketing campaigns meet applicable legal requirements. LEADPORTE does not assume any liability if Subscriber is ever held guilty or liable for any law violation. Notwithstanding the foregoing, Subscriber acknowledges that LEADPORTE has and is taking active steps to ensure the compliance of its customers, including by having Subscriber agree to these terms.

14.4 Subscriber understands and acknowledges that it is generally a violation of federal law, including the amended TCPA, to call a cell phone for telemarketing purposes using an automatic telephone dialing system (“ATDS”) or to deliver a pre-recorded telemarketing message to a landline or cell phone without prior express written consent. Subscriber understands that even for non-telemarketing calls to cell phones, certain prior express consent may be required. Subscriber understands that even in click-to-call/”preview” mode, certain manual calling software may still be considered an ATDS and subject to the dialer and wireless restrictions. Subscriber shall be responsible for ensuring that Subscriber does not telemarket to cell phones without the appropriate consent. Subscriber shall purchase and timely scrub against a national list of wireless numbers and numbers ported from landlines to cell phones. LEADPORTE is not responsible for ensuring that Subscriber does not transmit messages to cell phones in violation of the cell consent rules. Subscriber shall indemnify, defend, and hold LEADPORTE and its officers, directors, members, employees, agents, and subcontractors harmless from any and all breaches and/or failures to comply with Paragraph 14.3 and/or 14.4.

14.5 Subscriber agrees to create and enforce its own internal safe harbor and Do Not Call policies and procedures in full compliance with the law. Federal regulations provide for a limited “safe harbor” defense to certain Do-Not-Call (“DNC”) violations. Some of the elements of the safe harbor defense are: (1) establish and implement written procedures to comply with DNC restrictions; (2) train personnel, and any entity assisting in compliance, in the written procedures; (3) monitor and enforce compliance with the written procedures; (4) maintain an entity-specific DNC/opt-out list; (5) use a process to prevent telemarketing calls to numbers on the national and entity-specific internal DNC lists.

14.6 No legal advice or counsel is given, or shall be deemed to have been given, by LEADPORTE or its affiliates and contractors, or by the services. Subscriber should obtain its own legal advice regarding this advisability of this Agreement of the leads/services.

15. INSURANCE

15.1 Subscriber agrees to maintain, while this Agreement is in effect and for a period of at least one year thereafter, a commercial general liability insurance policy in the amount of at least $1,000,000.00, and an “errors and omissions” policy in at least the same amount. Subscriber agrees to have LEADPORTE listed as an additional insured on these policies.

16. OUTAGES

16.1 In the event that the Online Services and Materials are not available for twenty-five percent (25%) or more of the hours in a given calendar month, Subscriber may make a request for one credit of $25.00 as its sole remedy for any such outages. No credit or other remedy shall be available if the Online Services and Materials are available for 74.999% of the hours in a given calendar month. Any request for a credit must be given in writing to LEADPORTE within thirty (30) days of the last day of the month for which Subscriber seeks a credit, otherwise, any such claim shall be forever waived. Additionally, any credit given pursuant to this Paragraph shall only be used against a future Monthly Installment. No credit hereunder shall require LEADPORTE to refund any sum to Subscriber. Subscriber agrees that this is its sole and exclusive remedy for any outages where the Online Services and Materials are not available for twenty-five percent (25%) or more of the hours in a given calendar month. Subscriber shall only be entitled to one credit pursuant to this Paragraph per calendar month no matter the number of Authorized Users.

LEADPORTE SHALL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AGREEMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LEADPORTE IN WRITING.