Effective Date: 01/01/2020

TERMS OF SERVICE

THE FOLLOWING "TERMS OF SERVICE" ("Agreement") GOVERN YOUR USE OF THE WEBSITE LEADDASH.COM ("Site") MADE AVAILABLE BY Philico Investments, L.L.C., an Arizona Limited Liability Company, ("Philico"), AND ANY RELATED SERVICES. USE OF THIS WEBSITE REQUIRES CONSIDERATION FOR, AND AS A CONDITION OF ALLOWING YOU TO VIEW OR REGISTER FOR THIS WEBSITE, YOUR HAVING READ AND ACCEPTED THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. BY VIEWING, VISITING, USING, REGISTERING, OR INTERACTING WITH THIS WEBSITE, YOU ACCEPT THE TERMS OF THE AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS AND THAT YOU ARE OVER THE AGE OF TWENTY-ONE (21) YEARS OF AGE.

INTRODUCTION This Agreement contains terms and conditions that apply to any individual or entity, and its participation as a Client, through its Site or other service. By applying and participating to use the LeadDash™ SAAS Platform, you agree to be bound by this Agreement, the Privacy Policy, Insertion Order, and all applicable laws. This Agreement supplements any agreement you may have previously executed with Philico, and to the extent that any terms and conditions set forth in this Agreement conflict with those set forth in any prior agreements, this Agreement shall supersede and the conflicting term(s) will have no force or effect.

DEFINITIONS The definitions that follow apply to this Agreement:
"Client" means the person, company, or legal entity that, by virtue of entering into this Agreement, will pay a monthly or yearly service fee.
"Agreement" means the Terms of Service, Privacy Policy, and any other Agreement that does not conflict with the terms of this Agreement, all in their current form and as amended by Philico.
"Authorized User" means an individual or the partners, members, employees, temporary employees, and contractors of an organization that is eligible, registered, and has been approved to use the Site. Authorized Users are required to provide their full legal name, a valid email address, and any other information that is requested by the Site.
"Platform" means the SAAS partner marketing platform owned and operated by Philico.

REGISTRATION In order to become a Client, you must create an account with complete and valid information that may include but not limited to, name, business name, email and phone number. You are responsible for ensuring the confidentiality of your password and are responsible for anything that anyone does while logged in to your account. If suspicious activity occurs, Client is responsible to inform Philico of such activity. Philico is not responsible for any loss or damage arising from Client failure to comply with these obligations. In providing this information you agree that it is true and accurate, and that you, or your username, is not impersonating any person, entity, or company or misrepresents your identity or affiliation with any other person or entity, including using another person’s username, password or other information. This includes any image, name, likeness, voice, photograph, or mark that is the same or confusingly similar to any trademarked name. In addition, you agree to not register or use any username or provide identifiable information that is offensive in any way.

INDEMNIFICATION You agree to fully defend, indemnify, and hold Philico, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, threats, allegations, liabilities, costs, taxes, and expenses (including reasonable attorneys’ fees and costs) by third parties arising out of, or related to your use or participation in, the Platform, including, but not limited to: (1) your violation of this Agreement; (2) your improper use of the Platform; (3) allegations concerning intellectual property infringement; (4) breach of any of your warranties, representations, obligations or covenants; (5) any claim that Philico is obligated to pay taxes in connection with payment made to you. Without limiting the foregoing, you agree to not settle any claim without Philicos’s consent, which consent may be provided in Philico’s sole discretion. In addition, you agree to be fully responsible for any and all taxes, whether state or local, and related fees, costs, transaction fees, and penalties incurred by Philco.

DISPUTES, JURISDICTION, AND ARBITRATION The Agreement, and any disputes related to it, will be construed and governed by the laws of the State of Arizona, without regard to its conflict of laws principles. The parties hereby undertake to use good faith efforts to settle all disputes arising under this Agreement. Failing settlement, all disputes, including without limitation claims of breach of contract, fraud in the inducement and negligence, shall be referred to binding arbitration in Phoenix, Arizona in accordance with the Commercial Rules of Arbitration of the American Arbitration Association.
Arbitrator. The parties shall use their best efforts to appoint an arbitrator who is knowledgeable in computer technology within seven (7) days after receipt by one party of the other party's notice of intention to arbitrate. If the parties are unable to agree on a single arbitrator within such period, either party may request appointment of an arbitrator by the American Arbitration Association, and the arbitrator so appointed shall be the sole arbitrator. The decision of the arbitrator shall be final and may be enforced in any court of competent jurisdiction.
Expense of Arbitration. The prevailing party in any proceeding shall be reimbursed by the other party for all expenses incurred in connection with arbitration, including but not limited to reasonable attorneys' fees and costs.

GENERAL TERMS. Modification. Your continued use of the Site and/or Platform must be in full accordance with this Agreement and any modifications to it by Philico. Philico reserves the right to make changes to the Site, the Platform, and the terms of this Agreement at any time. Your continued use after any such modification shall constitute your consent to such modification In the event you no longer agree with any modifications, you will immediately cease to be an Authorized User and you must notify Philico immediately of this desire, upon which your account, and any such rights thereunder, will be terminated.
Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Notices. All notices shall be in writing and shall be deemed to be delivered when deposited in the United States registered mail, postage prepaid, return receipt requested, or when sent by facsimile transmission promptly confirmed by return transmission.
Injunctive Relief. In the event that (a) you or any of your members attempts or threatens to use, copy, license, or convey the items supplied by, or through, the Site or Platform hereunder in a manner contrary to the terms of this Agreement, or (b) either party attempts or threatens to violate its obligations, the aggrieved party shall have, in addition to any other remedies available to it, the right to injunctive relief. Each party hereby acknowledges that other remedies at law are inadequate in the circumstances set forth herein.
Governing Law. This Agreement, and any and all tort claims that may arise in connection with the Site, Platform, or Agreement and any related services, will be governed by the substantive laws of the State of Arizona, County of Maricopa.
Force Majeure. Except for any failure to make required payments neither party shall be liable for any damages or penalty for any delay in performance of, failure to perform, or any performance of an obligation hereunder or for the failure to give notice when such delay or failure is due on account of interruptions to telecommunications, internet, or network failure; computer hacking or denial of service attacks, elements of God, government regulation or deregulation, political instability, labor conditions, acts of war, acts of terrorism, natural disasters, or any other cause which is beyond the reasonable control of the party; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.