This agreement (“Agreement”) is made as of the last date executed below (the “Effective Date”) between Revonet, Inc., a Delaware corporation, with its principal place of business at 125 Elm Street, New Canaan, CT (“Revonet”) and the undersigned client (“Client”).
1. LEADS AND LICENSE TO USE LEADS. (a) Subject to the terms of this Agreement and during the Term, Revonet will use commercially reasonable efforts to provide Client with sales Leads. A “Lead” is defined as a business prospect that is interested in telecommunications products and services, as further defined by the following criteria: (i) Contact is a decision maker or influencer; (ii) Meets minimum monthly recurring charges (MRC) for voice and data as selected by Client; (iii) Out of telecom or data contract or willing to buy within 6 months; (iv) Prospect is within the metropolitan service areas (MSA) as selected by Client. Each Lead shall be deemed irrevocably accepted by Client upon delivery by Revonet to the Revonet-provided secure web portal for Client (“Portal”). (b) Revonet is the sole and exclusive owner of the Leads and all data, information, methods, processes, software and intellectual property underlying the Leads. Subject to the terms of this Agreement, Revonet grants to Client a non-exclusive, limited, nontransferable, nonsublicenseable right to use the Leads during the Term to solicit business from the Leads for Client’s internal business purposes only (the “License”). The License specifically excludes, without limitation, any right to reproduce, copy, aggregate, commercialize, distribute, disclose, resell, or otherwise share the Leads.
2. FEES AND PAYMENT. Upon receipt of payment from Client, Revonet will credit Client with a corresponding “Credit Balance” equal to the dollar amount paid, and will begin delivering Leads at the defined Price per Lead pursuant to the criteria as selected by Client through the Revonet lead generation portal. Client’s Credit Balance will be reduced by the applicable Price per Lead delivered hereunder. Remaining Credit Balances will be refunded to Client upon termination of this Agreement if Client is in compliance with the terms herein. Client is responsible for the payment of all taxes arising out of or relating to this Agreement (other than taxes based on Revonet’s net income).
3. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and continue until the earlier of (i) 24 months, or (ii) termination by either party for convenience at any time upon thirty (30) days prior written notice (“Term”). The Term of this Agreement may be extended by written agreement of both parties. Revonet reserves the right to stop providing Leads to Client at any time and for any reason.
4. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY. (a) LEADS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REVONET DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) EXCEPT AS SET FORTH IN SECTIONS 4(c), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CLAIMS OR FORMS OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF PROFITS, OR COST OF REPLACEMENT SERVICES, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING ANY ACTIONS IN TORT (INCLUDING NEGLIGENCE) OR RELATING TO EARLY TERMINATION OR THE INABILITY TO OBTAIN A NEW CUSTOMER BASED ON A LEAD EVEN IF INFORMED IN ADVANCE OF THE LIKELIHOOD OF ANY SUCH DAMAGES. WITHOUT LMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF REVONET UNDER ANY THEORY (CONTRACT OR OTHER) EXCEED THE AMOUNTS PAID TO REVONET BY CLIENT UNDER THIS AGREEMENT. (c) Client agrees to indemnity, defend, and hold harmless Revonet and its past, present, and future parents, subsidiaries, and affiliates and their respective directors, owners, shareholders, officers, employees, agents, and representatives from and against any and all losses, claims, suits, actions, demands, settlements, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out or relating to the alleged misuse or other improper acts or omissions by Client or third parties of (i) Leads and underlying intellectual property identified in Section 1(b), (ii) Revonet’s Website (including, without limitation, a violation of Revonet’s Privacy Policy which shall be posted on Revonet’s Website), or (iii) Client passwords, accounts, and information all of which Client shall have the obligation and responsibility to protect, update with accurate and complete information, and safeguard from access or use by third parties.
5. MISCELLANEOUS. The headings of the sections of this Agreement are for convenience only and do not constitute a part of this Agreement. This Agreement constitutes the entire agreement and cancels and supersedes any and all prior agreements and negotiations with respect to its subject matter. This Agreement shall not be changed except in writing signed by officers of both parties. Nothing contained herein shall create an employer-employee relationship, partnership, joint venture, or relationship other than that of independent contractors or licensor-licensee. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the validity and enforceability of the remaining provisions, or portions of them, shall not be affected, shall continue in full force and effect without such provision. This Agreement shall be construed in accordance with the laws of the State of New York. Each of the parties irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, and irrevocably agrees that any such action or proceeding may be heard and determined only in such New York State or Federal court. Failure on the part of any party to exercise or delay in exercising any right hereunder shall not be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns. Nothing herein is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever. This Agreement shall not be invalid as a consequence of any administrative, typographic, or ministerial error. This Agreement may be executed in any number of counterparts (including facsimiles) and the parties agree that each shall be deemed an original. Sections 2, 4, and 5 shall survive the termination or expiration of this Agreement.