Lead Commerce Partner Program Agreement

LEAD COMMERCE IS ONLY WILLING TO ENTER INTO THE PROPOSED PARTNERSHIP WITH YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND REMEDIES.

1. Overview.

The following agreement ("Agreement") is entered into between you ("Partner" or "you") and Lead Commerce LLC, a California Limited Liability Company having a business at 400 South Sierra Avenue, Suite 102 Solana Beach, CA 92075 and is made effective on the date of electronic acceptance. This agreement sets forth the terms and conditions that govern the partner relationship, and your use of this website (collectively, the "Program"), and is in addition to and not in lieu of any specific terms and conditions that apply to your purchase of a particular product or service.

Your electronic acceptance and/or participation in the Program signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement as well as any policies posted on this website and that by such acceptance and/or participation in the Program you agree that any previous agreements between you and Lead Commerce will be terminated and superseded by this Agreement. You acknowledge and agree that this Agreement and your participation in the Program is not accepted by Lead Commerce unless and until you receive email confirmation from Lead Commerce. You further acknowledge and agree that Lead Commerce's acceptance of this Agreement and participation in the Program are performed at Lead Commerce's offices in San Diego, California, USA.

Lead Commerce, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Last Revised" date at the top of this page or (iii) your continued participation in the Program after Lead Commerce posts the amended Agreement to LeadCommerce.com.

2. Cost of Participation.

Partner shall bear all of its own costs and expenses in connection with the Program(s) unless otherwise expressly agreed by Lead Commerce in writing.

3. Payments.

Either Lead Commerce or Partner, as the case may be, will make all required payments to the other party in accordance with the terms and conditions set forth in the applicable Exhibit.

4. Partner Responsibilities.

Unless otherwise expressly agreed to by Lead Commerce, as between Lead Commerce and Partner, Partner is solely responsible for all aspects of the development, operation, and maintenance of its web site, its product and service offerings, and all related materials, including, but not limited to, customer service and support, order entry, payment processing and technical operations of its web site and product and service offerings and all related equipment, and the accuracy and propriety of related materials. Additionally, Partner shall (a. conduct all activities hereunder in accordance with the highest industry standards and in compliance with all applicable laws, rules, regulations and directives, including, but not limited to, those relating to e-mail marketing and "spamming"; (b) not engage in any e-mail or other marketing or promotion with respect to Lead Commerce without the prior written consent of Lead Commerce in each instance (c) not engage in any fax, broadcast, telemarketing or any other similar marketing methods with respect to Lead Commerce, online or offline, without the prior written consent of Lead Commerce in each instance, (d) not use any "malware" or "spyware" (including, but not limited to, pop-up banners that hide banners that are displayed on a web site, icons placed beside keywords found in text that if clicked will take the visitor to another web site, or other similar practices or techniques) or use any other aggressive advertising or marketing methods in any dealings relating to Lead Commerce, (e) not bid on keywords such as Lead Commerce or any misspellings or similar alterations thereof or any other name, mark or other identifier used by Lead Commerce – be it separately or in combination with other keywords – or trademarks of other parties in pay-per-click (PPC) campaigns, (f) not use "Lead Commerce" or any misspellings or similar alterations thereof or any other name, mark or other identifier used by Lead Commerce in its domain name, including any sub-domains, (g) not make any false, misleading or disparaging representations or statements with respect to Lead Commerce; (h) not engage in any other practices which may affect adversely the credibility or reputation of Lead Commerce, including but not limited to, using any web site in any manner, or having any content on any web site, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or that violates any intellectual property or other proprietary rights of any third party; (i) comply with all marking requirements, including but not limited to patent, copyright, trademark, and confidentiality notices, issued by Lead Commerce from time to time; (j) ensure that its personnel are knowledgeable regarding the proper demonstration, use, and sale of the Lead Commerce products or services associated with the relevant Program(s) as well as the relevant specifications, features and advantages of such products and services, and that its personnel comply with any quality standards regarding sales, service, and support that Lead Commerce may make available to Partner from time to time; (k) refrain from, and refrain from allowing or authorizing others to discover or attempt to discover any otherwise confidential or concealed portion of Lead Commerce's products or services by any means whatsoever, including without limitation any attempt to reverse engineer, reverse compile, disassemble, other than in a manner specifically allowed by applicable law notwithstanding any contractual restriction; (l) immediately forward to Lead Commerce all information concerning any complaints, suspected defects, loss or damage claims, or security problems that may come to Partner's attention; and (m) not engage in any marketing or promotional activity related to Lead Commerce in any unauthorized area, location, territory or jurisdiction, as defined by Lead Commerce, in its sole discretion, from time to time. Partner shall not represent themselves, their employees, or agents as "Lead Commerce Experts" or as being in anyway endorsed, authorized or affiliated with Lead Commerce except as expressly agreed by Lead Commerce in writing, such permission may be immediately revoked at Lead Commerce’s sole option.

5. Trademarks and Other Intellectual Property.

During the term of this Agreement, each party grants to the other party a limited, non-exclusive, non-transferable, revocable right to display its marks and logos solely to market and promote the relationship contemplated by this Agreement. Either party may revoke the foregoing license at any time by giving the other party written notice, such rights to be terminated in their entirety upon receipt of notice. Unless revoked sooner in accordance with the immediately preceding sentence, the foregoing license terminates automatically upon the effective date of the expiration or termination of this Agreement. Nothing in this Agreement confers in it any right of ownership in any marks or logos of the other party and all use thereof inures to the benefit of such other party (or its licensors). All software, web sites, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, information or materials and any additional intellectual or other property developed by or on behalf of Lead Commerce in connection with the Program(s), together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein or appurtenant thereto shall, as between Lead Commerce and Partner, be and remain the sole and exclusive property of Lead Commerce.

6. Term & Termination.

The term of this Agreement begins on the Effective Date and ends immediately when terminated by either party in accordance with the provisions of this Section. Unless otherwise expressly provided in the applicable Exhibit, either party may terminate this Agreement for any reason by providing the other party with 7 days prior notice. In the event of a material breach of this Agreement, Lead Commerce may terminate this Agreement immediately upon notice to Partner. Upon termination (i) all rights granted to Partner hereunder immediately cease upon termination, (ii) each party must promptly remove all links to one another's web sites and cease using all marketing materials, confidential information and any other information or materials belonging to the other party or otherwise related to the Program, and (iii) Lead Commerce may take any and all actions necessary to disable Partner's participation in the Program(s). Provisions which by their nature should survive termination or expiration in order to be given full effect will survive in accordance with their respective terms and conditions.

7. Confidentiality.

All information (including, without limitation, the terms of this Agreement, business and financial information, source code, object code, any other software programs, product designs, know-how, techniques, processes, algorithms, customer and vendor information, information concerning research or development and pricing and sales information) concerning any aspect of the Program(s) or Lead Commerce and any information of a third party which may be disclosed in the course of the parties' relationship shall be kept secret and strictly confidential by Partner. Partner shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or unauthorized use of any such information. Partner shall not use such information, directly or indirectly, for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known to the public and may be rightfully obtained through a source or sources other than Lead Commerce without breach of any confidentiality obligations. Notwithstanding the foregoing, confidential information may be disclosed to accountants or attorneys on a confidential basis, or as required pursuant to a subpoena issued by any court or governmental authority or otherwise required by applicable law, rule, regulation, or legal process. In the event that a court (or other authority with power to do so) orders Partner to disclose any confidential information, Partner shall give Lead Commerce immediate notice of such order.

8. Non-Solicitation.

During the term of the Agreement and for a period of one year after such term, Partner shall not, directly or indirectly, individually or on behalf of any other person or entity, hire, offer to hire, divert, entice away, solicit or in any other manner assist, encourage, or persuade, or attempt to do any of the foregoing, any current officer, employee, consultant or contractor of Lead Commerce to terminate his or her relationship with Lead Commerce, nor shall it hire, offer to hire or solicit the services of any former officer, employee, consultant or contractor whose relationship with Lead Commerce has been terminated for less than six months; provided, however, that Partner shall not be in breach of this provision to the extent that it can show by written records that any such person responds to a general advertisement placed in connection with an open position. Partner further agrees that it will not directly solicit Lead Commerce customers.

9. Relationship of Parties.

The parties to this Agreement are independent contractors and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or imposes any liability attributable to such a relationship upon either party. This Agreement does not grant either party any right, power or authority to enter into any agreement for, or on behalf of, or to create, assume or incur any obligation or liability of, or to otherwise bind, the other party authority to any obligations on behalf of or in the name of the other. Notwithstanding anything to the contrary, nothing in this Agreement is intended to restrict or prohibit Lead Commerce from marketing or selling any products or services to any actual or potential customers of Partner, even if such products or services are similar to or competitive with one or more of the products or services marketed or sold by Partner in connection the Program. Partner understands and specifically acknowledges that Lead Commerce may, directly or indirectly, market or sell, various products or services that are similar to or competitive with one or more of the products or services marketed or sold by Partner in connection with the Program(s) and that Lead Commerce may, at any time during or after the term of this Agreement, enter into relationships or arrangements with various third parties on terms that may be similar to, or materially different from, those contained in this Agreement.

10. Limitations of Liability/Disclaimers.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LEAD COMMERCE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S) OR ANY LEAD COMMERCE PRODUCTS OR SERVICES, AND LEAD COMMERCE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. PARTNER UNDERSTANDS AND ACKNOWLEDGES THAT THE PROGRAM(S) AND THE LEAD COMMERCE PRODUCTS OR SERVICES MAY NOT SATISFY THE REQUIREMENTS OR IT OR ANY THIRD PARTY. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LEAD COMMERCE MAKES NO REPRESENTATION OR WARRANTY THAT ANY ASPECT OF ITS PERFORMANCE HEREUNDER, OR THE PROGRAM(S) WILL BE UNINTERRUPTED OR ERROR FREE, AND LEAD COMMERCE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LEAD COMMERCE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S), ANY LEAD COMMERCE PRODUCTS OR SERVICES, OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR DATA) EVEN IF LEAD COMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LEAD COMMERCE'S LIABILITY UNDER THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO THE AMOUNTS PAID TO LEAD COMMERCE BY PARTNER (IF ANY) DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION, STRICT LIABILITY, NEGLIGENCE, AND OTHER TORTS.

11. Indemnification.

Partner shall indemnify, defend and hold harmless Lead Commerce, its licensors, licensees and contractors, and their respective directors, officers, employees, agents, and affiliates, from and against any and all claims, causes of action, demands, obligations, lawsuits, liabilities, damages, fines, penalties, judgments, settlements, costs, expenses (including reasonable attorneys' fees and disbursements) or other losses of any kind or nature whatsoever (any and all of the foregoing hereinafter referred to as "losses") insofar as such losses arise out of or are based on: (i) any claim that use of or of any marks, logos, software or other materials provided by Partner, infringes on any trademark, copyright, patent, trade secret or other intellectual property or proprietary right of any third party; (ii) any failure or breach of any representation, warranty, covenant, obligation or agreement made herein or to any third party; (iii) any misuse of any marketing materials or the Lead Commerce Marks; (iv) any claim related to Partner's web site, including, without limitation, any content therein not specifically provided by Lead Commerce; or (v) any gross negligence or willful misconduct on the part of Partner or any of Partner's employees, agents or contractors. Partner shall promptly inform Lead Commerce of any information known to Partner that could reasonably be expected to lead to a claim, demand or liability of or against Lead Commerce by any third party.

12. Notice.

Any notice under this Agreement to Partner will be sent to the email address on file with Lead Commerce. It is Partner's responsibility to keep such email address up to date. Any notice to Lead Commerce shall be made by email to support@leadcommerce.com or via postal mail, receipt requested, to Lead Commerce's corporate address.

13. Miscellaneous.

This Agreement is governed by and shall be construed and enforced in accordance with the laws of the State of California and applicable federal laws of the United States of America, without regard to any choice or conflict or law principles that would result in the application of the law of any other jurisdiction. Jurisdiction and venue for all disputes hereunder is limited to the state and federal courts located within San Diego County, California and the parties hereby irrevocably consent to and waive any objections with respect to such jurisdiction and venue. If either party brings any action against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses actually incurred by reason of such action. Lead Commerce may sell, transfer, assign or otherwise dispose of any or all of its rights or obligations under this Agreement, in whole or in part, at any time and from time to time without notice to or the consent of Partner. Partner may not sell, transfer, assign or otherwise dispose of any or all of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Lead Commerce. Subject to that restriction, this Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver or relinquishment of such party's right to assert or rely upon any such provision or right in that or any other instance or breach; rather, the same shall be and remain in full force and effect. Each waiver must be set forth in a written instrument signed by the waiving party. Unless otherwise expressly provided in this Agreement, the rights and remedies available to the parties hereunder are cumulative and in addition to all other rights and remedies available to the parties under applicable law or at equity. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision will be replaced by a valid, legal and enforceable provision that best represents the intent of the Parties. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof. Neither party is relying on any representation, guarantee or statement other than as expressly set forth in this Agreement. This Agreement constitutes the full and complete understanding between the parties and cancels and supersedes all previous or contemporaneous negotiations, proposals, representations, guarantees, statements, understandings, agreements and contracts whether written or oral, between the parties relating to the subject matter of this Agreement. Lead Commerce is not bound by, and it specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is preferred by Partner in any correspondence or other document, unless Lead Commerce specifically agrees to such provision in writing signed by an authorized representative. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. Each party acknowledges that it has read this Agreement, including the exhibits attached hereto, in its entirety and has independently evaluated the desirability of participating in the Program(s).

14. Referral Partner Program Terms.

This Section sets forth specific terms for a Partner (to participate in Lead Commerce's "Referral Partner" Program (sometimes referred to as the "Referral Program"). If Partner participates in Lead Commerce's Referral Partner Program, Partner agrees to the following terms and conditions

A. Description Of Referral Program. From time to time, Lead Commerce, in its sole discretion, may provide Partner with access to a form, link or landing page (the "Lead Form") to be used by Partner to refer potential end user customers ("Leads") for Lead Commerce products and services ("Products"). After a Lead has been communicated by Partner to Lead Commerce, Partner shall allow Lead Commerce exclusively to pursue such Lead for the purpose of selling the Products and converting such Lead to a Referral Customer. In consideration of Partner's efforts hereunder, Lead Commerce shall pay Partner certain referral fees as agreed upon by the parties.

B.Referral Customers. The term "Referral Customer" means each unique Lead that (i) is referred by Partner through the Partner-specific Lead Form during the Referral Program Term, (ii) enters into a new contract with Lead Commerce for the purchase of Product during the Referral Program Term as a direct result of Partner's promotion of such Product under the Referral Program and (iii) is not a current or former end user customer of any Product. As between Partner and Lead Commerce, all Referral Customers will be deemed customers of Lead Commerce and the rules, policies, terms, conditions and operating procedures of Lead Commerce (as may be modified by Lead Commerce, in its sole discretion, from time to time) will apply to these customers. Partner is not expected to provide any customer support to Referral Customers. At any time Lead Commerce, in its sole discretion, may refuse to provide any Products to any Leads or Referral Customers.

C. Marketing Materials. From time to time, Lead Commerce, in its sole discretion, also may make available various marketing or promotional materials relating to Lead Commerce ("Marketing Materials") as part of the Program. The Marketing Materials are provided on an AS IS and AS AVAILABLE basis, WITH ALL FAULTS and WITHOUT WARRANTY of any kind, and nothing contained in any Marketing Materials shall in any way be deemed a representation or warranty of Lead Commerce. The Marketing Materials shall at all times be the sole and exclusive property of Lead Commerce and no rights of ownership shall at any time vest with Partner even in such instances where you have been authorized by Lead Commerce to make changes or modifications to the Marketing Materials. Partner shall display and use the Marketing Materials solely for the purpose of marketing and promoting the Program and shall not alter, amend, adapt or translate the Marketing Materials without Lead Commerce's prior written consent. Partner shall cease any and all use and display of the Marketing Materials immediately upon request by Lead Commerce.

D. Partner Obligations. Partner shall use its best efforts to promote the sale and distribution of the Products and identify Leads. Partner shall cooperate fully with Lead Commerce with respect to the use, formatting and placement of the Lead Form and Marketing Materials, including, but not limited to, taking steps to facilitate accurate tracking and reporting of Leads and to avoid any use or placement of the Lead Form or Marketing Materials in close proximity to the links of, or any other reference to, another entity that is a direct competitor of Lead Commerce.

E. Referral Fees. Lead Commerce shall pay Partner the fees agreed upon by the parties (the "Referral Fees") based on recurring monthly subscription revenue collected by Lead Commerce from Referral Customers for the purchase of Product during the Referral Program Term as a direct result of Partner's promotion of such Product under the Referral Program. For avoidance of doubt, setup and other one-time fees are not included in the calculation of Referral Fees. Within thirty (30) days following the end of each calendar quarter, Lead Commerce shall provide with a report of such subscription revenue collected from Referral Customers during such quarter accompanied by payment of accrued Referral Fees for such quarter subject to a 30-day retention period for each new Referral Customer to account for new customer cancellations. As between the parties, Lead Commerce is solely responsible for billing and collections as well as tracking the revenue associated with Referral Customers and Lead Commerce's good faith determinations with respect to such matters are binding on Partner.

Lead Commerce uses commercially reasonable efforts to present accurate information but does not guarantee the availability or price of any particular product or service. Partner shall not include price information on any website or other publicly available materials, online or offline, except as such pricing information is made available on Marketing Materials provided to Partner by Lead Commerce. Partner will make reasonable efforts to ensure that any pricing made available on any website or other publicly available materials, online or offline, is accurate to Partner's best knowledge.

15. Value Added Reseller Program Terms.

This Section sets forth specific terms for a Partner (to participate in Lead Commerce's "Value Added Reseller Partner" Program (sometimes referred to as the "VAR Program"). If Partner participates in Lead Commerce's VAR Program, Partner agrees to the following terms and conditions.

A. License. Lead Commerce grants to Partner a limited non-exclusive, terminable license, subject to the terms and conditions of the Master Partner Program Agreement and this Exhibit, to market and sell Lead Commerce's products and services specified by Lead Commerce (the "Products") to Partner's end user customers ("End Users").

B. Partner Obligations. Partner will use its best efforts to promote the sale and distribution of the Products to End Users. As between the parties, Partner is solely responsible for entering into contracts between Partner and End Users; provided, however, such contracts must be reasonably satisfactory to Lead Commerce in form and substance. Without limiting the generality of the immediately preceding sentence, Lead Commerce may require that such contracts include clauses for the benefit of Lead Commerce that are materially similar to those in Lead Commerce's own customer agreements, including, but not limited to clauses related to indemnification, limitation of liability and exclusion of warranties. Additionally, Partner is solely responsible for (i) billing and collecting all amounts due from End Users and (ii) providing all customer support for the Products to End Users. Partner shall ensure that its technical support staff is adequately trained and fully capable of providing technical support for the Products to End Users.

C. Purchasing Products

(1). Upon execution of this Agreement, Partner will provide Lead Commerce with valid credit card information so that Lead Commerce can bill Partner for Products requested and provided. Partner is responsible for collecting all necessary purchasing information from End Users, including acknowledgement and agreement of Lead Commerce's Terms of Service. After receiving a valid Product request from an End User, Partner will submit a request to Lead Commerce for the Product (the "Product Order"). At any time Lead Commerce, in its sole discretion, may refuse to provide the Product to End User. All accepted Product Orders are subject to the current Lead Commerce's Terms of Service.

(2). Lead Commerce shall not be bound by any Product Order until accepted by Lead Commerce. If Lead Commerce accepts the Product Order, Lead Commerce will fulfill the Product Order, and charge Partner's credit card for the cost of the Product per the Terms of Service for then applicable for such Product.

(3). In the event that Partner and End User become involved in a dispute over payment to Partner, Partner may request that Lead Commerce suspend delivery of Products to End User, however Partner will indemnify Lead Commerce for any claims and damages (including attorneys' fees) arising out of the suspension of Product delivery; and Partner will continue to pay the fees for the Products on a monthly basis for the remainder of the original term of the agreement between Partner and End User. Lead Commerce may, in its sole discretion, refuse to suspend the delivery of Product to End User.

(4). If not already provided to Lead Commerce, Partner shall also provide any applicable tax exemption certificates or licenses at the time Partner submits Product Orders to Lead Commerce.

D. Pricing. Lead Commerce may offer discounted pricing as part of the Program. All such pricing will be provided to Partner and is subject to change in Lead Commerce's sole discretion. This pricing information is exclusive of any taxes, for which Partner is solely responsible. Partner will promptly pay or reimburse Lead Commerce if any duty, sales, use, value-added, excise, property, withholding or other tax, penalty or interest, however designated, is (or should ultimately be) assessed against or is levied upon the fees for the Products or otherwise as a result of this Agreement. Partner may price the Products at its sole discretion.

E. Disputes Over Credit Card Billings. If at any time a credit card transaction processed by Lead Commerce in accordance with this Agreement is declined: 1. Lead Commerce may notify Partner that a transaction on its credit card was declined; 2. Partner will, within 24 hours of receipt of such notice, provide Lead Commerce with new valid credit card information, and this new credit card information will be used for all subsequent fees due under this Agreement; and 3. If the new credit card information is subsequently declined at any time and for any reason, Lead Commerce may, in its sole discretion, either allow Partner to provide other valid credit card information, or terminate Partner's participation in the VAR Program. Additionally, Lead Commerce may invoice Partner for all amounts associated with such declined credit card information. All such invoiced amounts properly payable to Lead Commerce shall be due immediately upon Partner's receipt of Lead Commerce's invoice. If at any time there is a dispute over a credit card billing, or if any transaction billed by Lead Commerce to Partner's credit card is charged back: 1. Partner will promptly attempt to resolve the billing dispute, or cure the chargeback; 2. If Partner is unable to resolve in good faith any billing dispute or cure any charge back in a timely manner, Lead Commerce, in its sole discretion, may terminate Partner's participation in the VAR Program. Additionally, Lead Commerce may invoice Partner for all amounts associated with such unresolved billing dispute or uncured charge back. All such invoiced amounts properly payable to Lead Commerce shall be due immediately upon Partner's receipt of Lead Commerce's invoice; and 3. Partner will, as necessary or as requested by Lead Commerce, provide updated credit card information. Failure to timely provide updated credit card information constitutes a material breach of the Agreement, and in such event Lead Commerce may, in its sole discretion, terminate Partner's participation in the VAR Program.

F. Effect of Termination. Upon termination of the VAR Program for any reason, Partner's license to market and sell the Products terminates immediately, Partner shall immediately pay all fees and charges accrued under this Agreement prior to the termination date and Lead Commerce may take all actions necessary to disable participation in the VAR Program. Any accrued payment obligations survive termination or expiration of Partner's participation in the VAR Program.

G. Effect of Termination on End User Agreement. Upon termination of Partner's participation in the VAR Program, for any reason, Lead Commerce, in its sole discretion, may continue to provide service to any End Users still under contract with Partner at the time of termination of this Agreement between Lead Commerce and Partner. Termination of Partner's participation in the VAR Program will cause a termination of any agreement between Partner and its End Users. Immediately after termination of this Agreement, Lead Commerce may, in its sole discretion, contact End Users and negotiate to provide Products directly to them.

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