Last Updated: January 8, 2025
This Services Agreement and all terms contained herein form a part of the legal agreement between you and ClientGen, LLC, a Florida limited liability company (the “Company”). Please carefully review this Services Agreement. If you have any questions, please contact
[email protected].
BY ACCEPTING THIS SERVICES AGREEMENT, EITHER BY CLICKING A BOX OR ICON INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS SERVICES AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS SERVICES AGREEMENT. IF YOU ARE ENTERING INTO THIS SERVICES AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THIS SERVICES AGREEMENT, IN WHICH CASE THE TERMS “YOU” AND “CLIENT” WILL REFER TO SUCH COMPANY OR OTHER LEGAL ENTITY AND ITS AFFILIATES AS APPLICABLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS SERVICES AGREEMENT, YOU MUST NOT ACCEPT THIS SERVICES AGREEMENT AND YOU MAY NOT ACCESS OR USE THE SERVICES DESCRIBED IN THE ORDER FORM OR THIS SERVICES AGREEMENT. FURTHER, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS SERVICES AGREEMENT, AND YOU NONETHELESS ACCESS OR USE THE SERVICES DESCRIBED IN THE ORDER FORM OR THIS SERVICES AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY FOR ANY AND ALL LOSSES RESULTED FROM OR IN ANY WAY CONNECTED WITH THE COMPANY’S PROVISION OF THE SERVICES.
This Services Agreement including any URL links referenced herein and any exhibits or addenda attached hereto (“Services Agreement”), together with the applicable Order Form(s) form the full legal agreement (“Agreement”) between Client and the Company regarding the Services and is made as of the date indicated on the Order Form and upon which Client accepts this Services Agreement (the “Effective Date”).
As used herein, the term “Client” refers to the individual, company, or other legal entity that is referenced as the Client in the applicable Order Form(s) and to whom/which the Company provides the Services.
The Company and Client are at times herein referred to individually as a “Party” and collectively as the “Parties”.
1.
Lead Enrichment Services, License, and Restrictions.
a.
Lead Enrichment Services. The Company will make available to Client, via the Company’s online portal (“Company Portal”), access to enriched information on individuals who have expressed interest in obtaining information about the types of products and/or services offered by Client (“Leads”). The enriched information may include, among others, one or more of the following data points: age, occupation, marital status, estimated annual income, estimated net worth, and home ownership status (referred to herein as “Enriched Lead Information”).
b.
License. Subject to the terms and conditions of the Agreement, including payment of applicable fees, the Company hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term of the Agreement, to use the Enriched Lead Information solely for the purpose of evaluating Leads. Client agrees that upon termination of the Agreement, Client will irrecoverably delete all Enriched Lead Information received from the Company in accordance with Section 3.d.
c.
Restrictions. Client will not use, and will not allow or require any other person or entity to use, the Enriched Lead Information or Services: (i) to determine any person’s employability, credit worthiness, credit standing, credit capacity, or other characteristics related to such person’s manner or mode of living, as listed in Section 603(d) of the Fair Credit Reporting Act; (ii) to make a decision by automated processing to evaluate, analyze, or predict an individual’s preferences where the decision results in the provision or denial of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, employment opportunities, health care services, or access to essential goods or services; (iii) in any manner that violates any applicable law or regulation; (iv) to build or support products or services that are competitive with the Services; (v) in any manner that exceeds the scope of the licenses granted or the limits or restrictions set forth in the Agreement. In addition to the foregoing restrictions, the Company may, at any time, impose additional restrictions on Client’s use of Enriched Lead Information and/or the Services to the extent the Company deems them reasonably necessary to: (i) comply with applicable laws or regulations, self-regulatory frameworks, guidelines, and/or restrictions or limitations imposed by the Company’s third party data vendors or licensors, or (ii) appropriately manage the integrity of the Enriched Lead Information or the Services in light of issues concerning privacy, confidentiality and other issues to which Leads may be sensitive.
2.
Monthly Fees, Payment Terms, Invalid Credit Card.
a. The monthly service fee and payment terms, to which Client agrees, are set forth in the Order Form.
b. If Client’s credit card (or bank account credentials for Automated Clearing House (ACH) payment) is expired, rejected, or for any reason does not process payment when a monthly service fee is due and payable, Client agrees that a late payment fee in the amount of ten percent (10%) of the monthly service fee will be due and payable by Client to the Company. This Section 2.b shall in no way limit the Company’s right to terminate the Agreement for Cause as set forth in Section 3.c.
3.
Term; Termination.
a.
Initial Term, Renewal Terms. The Agreement will commence on the Effective Date and shall continue for twelve (12) months (the “Initial Term”), unless terminated earlier pursuant to Section 3.b or 3.c. Upon expiration of the Initial Term, the Agreement will automatically renew annually for successive one-year terms (each, a “Renewal Term”) unless written notice of termination is provided in accordance with Section 3.b or 3.c. As used in the Agreement, “Term” means the period of time that commences on the Effective Date and continues until the date of termination as indicated under Section 3.b or 3.c, as applicable.
b.
Termination Without Cause. The Initial Term and each Renewal Term shall consist of four (4) quarters, with each quarter being three (3) months in duration. The first quarter shall commence on the Effective Date, the second quarter shall commence on the date that is three (3) months after the Effective Date, the third quarter shall commence on the date that is six (6) months after the Effective Date; and so forth. Either Party may terminate the Agreement without cause by providing written notice to the other Party at least thirty (30) days prior to the conclusion of a quarter. If timely written notice of termination without cause is provided, the Agreement will terminate at the conclusion of the quarter in which notice of termination was given. If written notice of termination without cause is given less than thirty (30) days prior to conclusion of a quarter, the Agreement will terminate at the conclusion of the following quarter.
c.
Termination For Cause. The Company may terminate the Agreement for cause effective immediately upon written notice to Client, if Client: (i) fails to maintain with the Company a valid credit card as provided in the Order Form(s); (ii) breaches any other provision of the Agreement and does not cure such breach within five (5) business days of written notice to Client; (iii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or (iv) does not accept modifications to this Services Agreement pursuant to Section 12.b.
d.
Effect of Termination. Upon termination of the Agreement, whether with or without cause, (i) all license rights granted by the Company to Client in the Agreement will immediately cease to exist, and (ii) Client will irrecoverably delete, and shall cause Client’s employees, independent contractors, agents, representatives to irrecoverably delete, all Enriched Lead Information and Client will provide to the Company an executed Data Deletion Acknowledgment in the form of Exhibit A attached hereto; provided, however, that Client will not be required to delete (i) any information concerning a Lead that Client possessed prior to receiving the same information from the Company pursuant to the Agreement or (ii) any information concerning a Lead that Client independently derived from the Enriched Lead Information so long as such derived information does not contain any Enriched Lead Information. Following notice of termination by either Party, Client shall remain responsible to pay all monthly service and other fees for the remainder of the Term.
4.
Relationship of the Parties.
a.
Independent Contractor. The relationship of the Parties established by the Agreement is one of independent contractor. Nothing herein shall be construed to establish a principal-agent, employer-employee, partnership or joint venture relationship between Client and the Company. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
b.
Non-Exclusive Relationship. The relationship between Client and the Company is non-exclusive. Nothing in the Agreement shall be deemed or construed to prohibit the Company from entering similar business arrangements as those described herein with third parties or from providing lead enrichment services to third parties.
5.
Relationship to The Pinnacle Group; Scope of Services. The Company is a separate legal entity from, but partially owned by, Pinnacle Insurance & Financial Services, LLC, d/b/a The Pinnacle Group, a Florida limited liability company (“Pinnacle”). The Services will be provided solely by the Company and the terms of the Agreement will govern the business relationship between Client and the Company. Client’s business relationship with Pinnacle, if any, is governed by a separate agreement. It is expressly acknowledged and agreed that that the Company is not obligated to, and shall not, provide any financial, insurance, regulatory, or compliance products or services (including consultation or advice) to Client. The Company will provide to Client only the Services described herein.
6.
Confidentiality and Security of Personal Data.
a.
Protection of Confidential Information. The Parties each acknowledge that they may come into possession of and have the Confidential Information (as defined herein) of the other Party. All Confidential Information of a Party is, and shall remain, the exclusive property of such Party. Each Party agrees to use commercially reasonable administrative, technical, and physical security controls to prevent security breaches and the unauthorized and/or inadvertent disclosure of the other Party’s Confidential Information. Each Party shall use internal procedures and controls to protect the other Party’s Confidential Information that are at least as protective as the protection the Party affords its own Confidential Information. Each Party agrees to not, either directly or indirectly, misappropriate or aid any other person in the misappropriation of the other Party’s Confidential Information. Each Party further agrees to use the other Party’s Confidential Information only to the extent necessary fulfill the purposes contemplated by the Agreement. As used in the Agreement, “Confidential Information” means any and all information and data, whether disclosed orally, visually, or in writing, and whether stored, maintained or transmitted in hard copy or any other form (e.g., electronic, digital, optical, etc.), that in any way concerns the business, finances or operations of a Party and that is not publicly known or available to such Party’s competitors by lawful means. “Confidential Information” includes (i) all Enriched Lead Information made available to Client and (ii) the portion of all analyses, studies, compilations, notes, materials, or other documents that contain Confidential Information. “Confidential Information” shall not include any information that the Party has voluntarily disclosed to the public or its competitors, that has entered the public domain through lawful means, or that was developed by the other Party independently of, and without reference to, any of the Party’s Confidential Information.
b.
Required Disclosure of Confidential Information. Nothing herein shall be construed to prevent a Party’s disclosure of the other Party’s Confidential Information as may be required by applicable law or regulation, or pursuant to a valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Except as otherwise prohibited by law, a Party who receives any such order shall provide written notice of such order to the other Party within twenty-four (24) hours of receipt of the order where possible, but in any event, sufficiently in advance of making any disclosure to permit the other Party, at its own expense, to contest the order or seek confidentiality protections. If the other Party seeks, but does not obtain, an appropriate protective order or other appropriate remedy to prevent the disclosure of its Confidential Information, the Party required to disclose will (i) furnish only that portion of the other Party’s Confidential Information that is legally required, and (ii) reasonably cooperate with the other Party (including its counsel) to enable the other Party to obtain a confidentiality agreement, protective order or other reliable assurance that confidential treatment will be accorded to the other Party’s Confidential Information furnished by the Party required to disclose. Nothing herein shall preclude the disclosure of any information required by law. Further, nothing in the Agreement prevents either Party from communicating with any governmental authority, including state and local agencies, and making a good faith report of possible violations of securities or other laws or regulations to a governmental authority, or cooperating with or participating in a legal proceeding relating to such possible violations.
c.
Destruction of Confidential Information. At any time during the Term of the Agreement, and for the sixty (60) day period following its termination, either Party may request the other Party to irrecoverably destroy the requesting Party’s Confidential Information. Upon receipt of such request, the non-requesting Party shall promptly irrevocably destroy the requesting Party’s Confidential Information and shall, if so requested, certify in writing that all such Confidential Information has, in fact, been destroyed. Notwithstanding the foregoing, each Party may, if necessary, retain a copy of the Confidential Information of the other Party to the extent required to meet its legal and/or regulatory obligations, and may retain Confidential Information of the other Party that has been saved as part of an automated electronic archive, backup and/or recovery system or similar archival or disaster recovery system. However, all Confidential Information so retained must continue to be afforded the protections described in the Agreement for so long as the requesting Party considers the information to be confidential. This Section 6.c shall apply to all Confidential Information except for Enriched Lead Information, the destruction of which is governed by Section 3.d.
d.
Security and Privacy of Personal Data. Client recognizes that any information received from the Company concerning a Lead, including, without limitation, the Enriched Lead Information, may include Personal Data (as defined herein), which both Parties desire to keep secure and free from unauthorized access or use. Therefore, Client shall: (i) use commercially reasonable administrative, technical, and physical security controls to prevent security breaches or unauthorized access to such Personal Data; (ii) promptly notify the Company of any breaches or other unauthorized activities related to the use of Personal Data; and (iii) maintain complete and accurate books and records of account with respect to its activities under the Agreement and all disclosures and transactions relating to such Personal Data for a period of no less than two (2) years following the termination of the Agreement. Client will comply with all laws, rules and regulations applicable to the access or use of Personal Data and provide the same level of privacy protection to Personal Data as is required by such laws, rules and regulations. Client will notify the Company if Client determines it can no longer meet its obligations under this Section 6.d. If Client notifies the Company of the unauthorized use of Personal Data, the Company shall have the right to take reasonable and appropriate steps to stop and remediate such unauthorized use by limiting the Personal Data shared with Client, terminating the Agreement for cause, or such other steps deemed appropriate by the Company. As used in the Agreement, “Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or reasonably could be linked, directly or indirectly, with a particular individual, including, without limitation, any information that is defined as “personally identifiable information,” “personal data,” or any other similar term under privacy or data protection laws.
7.
Ownership of Intellectual Property.
a. The Company (or its licensors, as applicable) shall retain all rights, title and interest in and to (i) any and all of its Intellectual Property in existence as of the Effective Date, and (ii) all Intellectual Property conceived, developed, invented, made, reduced to practice, acquired or licensed during the period of time the Company provides any Services to Client, in each case including any modifications thereto or derivative thereof (“Pre-Existing IP”). Nothing in the Agreement shall be deemed to sell, assign, convey or in any way transfer any of the Company’s Intellectual Property or Pre-Existing to Client.
b. As used herein, “Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and patent applications claiming such inventions, (b) all trademarks, service marks, trade dress, logos, trade names, fictitious names, brand names, brand marks and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, (c) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets including, without limitation, research and development, discoveries, know-how, formulas, algorithms, compositions, procedures, processes, techniques, methodologies, technical data, designs, drawings, and specifications, (f) all computer software including, without limitation, data, source and object codes and related documentation, and architecture related thereto, (g) all other proprietary rights, (h) all copies of all tangible embodiments thereof, in whatever form or medium, (i) all similar intangible personal property, and (j) all goodwill associated with the ownership or use of any of the foregoing.
8.
Indemnification. Client agrees to defend, indemnify and hold harmless the Company and its members, partners, officers, directors, employees, agents, attorneys, independent contractors, representatives, successors and assigns (“Indemnified Party(ies)”) from and against any and all actions, claims, causes of action, proceedings, demands, losses, liabilities, damages and expenses (collectively, “Legal Proceedings”), including reasonable and necessary attorneys’ fees, costs and disbursements, that arise, result from, or allegedly result from (a) Client’s breach or violation of the terms of the Agreement; (b) Client’s violation of any law, regulation or rule applicable to Client’s access and use of the Enriched Lead Information and/or the Personal Data. Client shall have no obligation to indemnify or hold harmless the Company or an Indemnified Party to the extent the losses, claims, damages and/or expenses are the result of the reckless or intentional acts or omissions of the Company or an Indemnified Party.
9. DISCLAIMER OF WARRANTY. CLIENT ACKNOWLEDGES THAT THE SERVICES AND ENRICHED LEAD INFORMATION ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, AND DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WITH RESPECT TO THE SERVICES AND THE ENRICHED LEAD INFORMATION WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, ACCURACY, QUALITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, FULLY SECURE, OR ERROR FREE BASIS, THAT THE ENRICHED CLIENT DATA IS ACCURATE, OR THAT THE CLIENT’S NEEDS, REQUIREMENTS OR EXPECTATIONS WILL BE MET BY THE SERVICES OR THE ENRICHED LEAD INFORMATION.
10. LIMITATION OF LIABILITY. THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICES. HOWEVER, THE COMPANY CANNOT GUARANTEE THE EFFECTIVENESS OF THE SERVICES OR THE EXTENT TO WHICH THE ENRICHED LEAD INFORMATION WILL MEET CLIENT’S NEEDS OR FULFILL CLIENT’S OBJECTIVES. CLIENT ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER A CLAIM BY CLIENT SOUNDS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND IRRESPECTIVE OF THE FORUM IN WHICH SUCH CLAIM IS ADJUDICATED (INCLUDING ARBITRATION). THIS INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE AND/OR GOODWILL, THE COST OF REPLACEMENT SERVICES, BUSINESS INTERRUPTION, AND ANY OTHER TYPE OF TANGIBLE OR INTANGIBLE LOSS, WHETHER FORESEEABLE OR NOT BY THE PARTIES. CLIENT FURTHER EXPRESSLY AGREES THAT IN THE EVENT CLIENT ASSERTS A CLAIM AGAINST THE COMPANY FOR DAMAGES, RESTITUTION OR OTHERWISE TO RECOVER MONIES, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO CLIENT SHALL NOT EXCEED: (A) THE TOTAL AMOUNT PAID BY CLIENT TO THE COMPANY IN CONNECTION WITH THE SERVICES PROVIDED TO CLIENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING CAUSE TO THE CLAIM OR (B) FIVE THOUSAND DOLLARS ($5,000.00), WHICHEVER IS LESS. THIS SECTION 10 WILL APPLY WITHOUT REGARD TO WHEITHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 ARE A MATERIAL CONDITION AND PREMISE OF THIS AGREEMENT AND THAT THE COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT HAD CLIENT NOT AGREED TO SUCH LIMITATIONS AND EXCLUSIONS.
11.
Choice of Law; Jurisdiction; Venue; Jury Trial Waiver; Prevailing Party Attorneys’ Fees. The Company looks forward to a mutually beneficial and cooperative relationship with Client. However, in the unlikely event a dispute arises between the Parties, the following terms apply.
a.
Choice of Law. The relationship between the Company and Client, including the Agreement, shall be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Florida to be applied.
b.
Jurisdiction and Venue. Any suit, claim, action or other proceeding arising out of or related to the Company’s provision of Marketing Services to Client and/or the Agreement must be brought in a federal or state court located in Duval County, Florida, and the Parties hereby consent and submit to the exclusive jurisdiction of such court(s) for the purpose of any such suit, claim, action or proceeding. Each Party hereby waives, and agrees not to assert in any such suit, action or proceeding, in each case to the fullest extent permitted by law, any claim that (a) they are not personally subject to the jurisdiction of any such court, (b) they are immune from any legal process with respect to themselves or their property or (c) any such suit, action or proceeding is brought in an inconvenient forum or improper venue.
c.
JURY TRIAL WAIVER. THE COMPANY AND CLIENT EACH VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THE COMPANY’S PROVISION OF THE SERVICES OR THIS AGREEMENT. NEITHER THE COMPANY NOR CLIENT SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO EXCEPTIONS.
d.
Attorneys’ Fees. In the event any Party institutes a legal proceeding to enforce his or its rights under the Agreement, the legal and attorneys’ fees and all costs of the proceeding shall be paid by the non-prevailing Party(ies) to the Prevailing Party(ies), whether in arbitration, at trial, or on appeal.
12.
Miscellaneous.
a.
Entire Agreement. This Services Agreement, including any exhibits and/or addenda attached hereto, along with the applicable Order Form(s), constitutes the entire agreement among the Parties with respect to the provision of Services by the Company to Client and replaces and supersedes all prior and contemporaneous agreements by and among the Parties with respect to such subject matter. Any prior understandings or representations preceding the date of the Agreement will not be binding on any Party to the Agreement.
b.
Modifications. The applicable Order Form(s) that constitute part of the Agreement cannot be modified or amended orally. Any modification or amendment to such Order Form(s) must be in a writing signed by the Company and Client. This Services Agreement, which constitutes part of the Agreement, may be modified at any time by the Company upon notification to Client. Such notification may be given by posting an announcement on the Company’s website or in the Company Portal, by email, or by requiring Client to acknowledge acceptance of the modified Services Agreement before accessing the Services by clicking a box or icon acknowledging the terms of the modified Services Agreement. If Client does not agree to or accept such modifications, the Company may immediately terminate the Services and the Agreement pursuant to Section 3.c of this Services Agreement.
c.
Severability and Reformation. If any provision in the Agreement is held to be invalid, illegal, or unenforceable in any respect or the application of any provision is held to be invalid, illegal, or unenforceable as to any person, fact, circumstance or situation, such invalidity, illegality, or unenforceability shall not affect the remainder of such provision, any other provision of the Agreement, or any permitted application. The Agreement shall be construed so as to be valid, legal, binding and enforceable to the fullest extent permitted by law. Any invalid, illegal, or unenforceable provision shall be deemed stricken from the Agreement, and the Parties hereby consent to and affirmatively request the court to reform the provision to be reasonable and enforceable, and to enforce the provision as reformed.
d.
Successors and Assigns. To the fullest extent permitted by law, the Agreement shall inure to the benefit of each Party and their respective successors and permitted assigns. The Company may assign its rights and obligations under the Agreement upon written notice to Client. Client may not assign its rights or obligations under the Agreement without the express written consent of the Company.
e.
Waiver. No term, condition, covenant, or provision of the Agreement may be waived by any Party to the Agreement unless done so explicitly in a writing signed by the waiving Party. The failure to insist upon strict performance of a covenant in the Agreement or of any obligation in the Agreement, irrespective of the length of time for which such failure continues, shall not be a waiver of such right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation in the Agreement, shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation in the Agreement.
f.
Counterparts, Electronic Signatures. The Agreement may be executed in counterparts, each of which when executed and delivered will be deemed to be an original and all of which taken together will constitute one and the same instrument. Each Party agrees that electronic signatures on this Services Agreement and/or Order Form(s) are intended to, and shall be construed as, authentication of a manual signature and shall have the same force and effect as a manual signature. An electronic signature may be affixed or attached by electronic means, or by a symbol or process that appears to be electronically associated with an electronic file or record, and that appears to represent the intent to sign such electronic file or record.
g.
Notices. Excluding notifications issued pursuant to Section 12.b of this Services Agreement, all notices issued under the Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, sent by any nationally recognized overnight courier service or by email to the following address or to such other address as may be designated by the Parties in writing and notice thereof duly given. If to Customer, to the mailing address set forth in the most recent Order Form. If to the Company:
ClientGen, LLC
12724 Gran Bay Parkway
Building 1, Suite 150
Jacksonville, FL 32258
Exhibit A
Data Deletion Acknowledgement
This Data Deletion Acknowledgement (“Acknowledgement”) is being provided by _______________________ (“Client”) pursuant to the requirement of that certain Services Agreement (“Agreement”) entered into by and between ClientGen, LLC, a Florida limited liability company (the “Company”) and Client. Capitalized terms not otherwise defined in this Acknowledgement have the meanings given them in the Agreement.
The undersigned hereby acknowledges that he/she/they has the authority to acknowledge on behalf of Client that Client has ceased to use and had irrecoverably deleted, and has caused Client’s employees, independent contractors, agents, representatives to cease to use and irrecoverably delete, all Enriched Lead Information other than (i) any information concerning a Lead that Client possessed prior to receiving the same information from the Company pursuant to the Agreement or (ii) any information concerning a Lead that Client independently derived from the Enriched Lead Information so long as such derived information does not contain any Enriched Lead Information. The undersigned further acknowledges that, upon request by the Company, Client will provide to the Company the necessary information and evidence to verify the terms of this Acknowledgement.
Signature
Printed Name
Title
Date
