- Bython agrees to provide to Client certain lead generation services (the “Services”) based on mutually accepted requirements as set forth in an Insertion Order (“IO”). Bython will generate for Client Leads using email, web, or other outreach methods. Except as otherwise mutually agreed in an IO, a “Lead” is a record with a name, job title, department, company name, employee size, industry, company business address, and a valid phone number, when possible, plus an email address. All Leads will agree to receive correspondence from the Client in order to be considered valid. Bython will contact Leads to confirm that the contact data is correct and confirm consent to receive correspondence from the Client.
- Bython will deliver to the Client up to the number of Leads as stated on the face of the Insertion Order (IO). Except as stated in an IO, the delivery of such will be distributed each week until the end of the campaign. Either Party may propose changes to the Services scope or performance schedule by providing a request in writing to the other party. Mutually agreed-upon change requests will include any resulting adjustments to costs and become part of the relevant IO. All Leads not accepted by the Client within twenty (20) days after delivery shall be deemed accepted.
- Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party. In such case, the Client will pay Bython for those Services rendered to the Client prior to the effective date of the termination. Either party may terminate this Agreement immediately in the event of a material breach by providing written notice to the breaching party, provided the breaching party is given ten (10) days to cure any such breach. In the event of termination, all access to the Service Software (as defined in Exhibit A) shall be terminated. In the event of termination, Sections 4, 6, 7, 8, 9, and 10 shall survive termination.
- In the course of providing the Services, Bython may utilize intellectual property in which Bython owns all rights, title, and interests (“Bython IP”). In the event Bython IP is incorporated within any deliverables, Bython hereby grants to Client a non-exclusive, royalty-free, fully paid-up, worldwide license for internal purposes, to use, copy, and display the Bython IP. In the event Bython makes available to the Client any Service Software, the license terms set forth in Exhibit A shall apply.
- Bython represents and warrants that all Leads provided to the Client under this Agreement have provided affirmative consent to being contacted by the Client.
- Bython represents and warrants to provide all Services under this Agreement in accordance with all applicable laws, including, but not limited to, all applicable privacy and data processing laws.
- Client agrees to make all payments to Bython in accordance with the payment terms set forth in an IO. Accept as otherwise agreed in an IO, Bython will invoice Client once per month for the Leads delivered to the Client. All amounts payable pursuant to this Agreement are exclusive of any sales or use taxes, value added tax (VAT), goods and services tax (GST) or any and all similar taxes or legally imposed fees, duties, or contributions based upon such amounts payable, all of which shall be the sole responsibility of Client.
- In no event will either party be liable to the other party for any punitive, incidental, lost profits or lost savings, special, indirect or consequential damages of any kind in connection with this Agreement, even if the party who is liable has been informed in advance of the possibility of such damages. The damages payable by either party to the other or any third party will not exceed the amounts actually paid to Bython hereunder.
- The parties agree to the confidentiality provisions as set forth in Exhibit B.
- This Agreement shall be governed by the laws of the state of Texas without regard to conflict of laws principles. Except as otherwise set forth herein, Bython makes no warranties with respect to any Services to be provided under this Agreement, whether express or implied, statutory or otherwise, in fact or in law, including without limitation any implied warranties of merchantability, non-infringement or fitness for a particular purposes. Neither Party will be liable for any default or delay in the performance of its obligations hereunder if and to the extent and while such default or delay is caused, directly or indirectly by events, occurrences, or causes beyond such party’s reasonable control. This Agreement constitutes the entire agreement between the parties and supersedes any and all previous representations, understandings, discussions or agreements between Bython and the Client as to the subject matter hereof. This Agreement may only be assigned in the event of a merger, acquisition or corporate reorganization.
License Grant and Restrictions
Subject to the Terms and any applicable Bython IO, Bython hereby grants to the Client a non-exclusive, non-transferable, and non-sublicensable, right and license during the term of the Agreement, or as set forth on an applicable Software Order Form or IO, to access and use the Service Software for the Client’s and its affiliates’ respective of internal business purposes (unless use by affiliates is limited in a particular order form). The Client shall designate those employees of the Client who shall have access and use the Service Software (collectively, “Authorized Users”) through the Client’s Service Software account. The number of Authorized Users included hereunder is set forth on the applicable Software Order Form or IO. The Client acknowledges and agrees that it shall not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Service Software available to any third party, except as expressly permitted by this Agreement; (b) use or authorize the use of the Service Software or documentation in any manner or for any purpose that is unlawful under applicable law, or (c) reverse engineer, decompile, disassemble or otherwise derive or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Service Software. The parties agree that Bython owns all rights, title, and interest in and to the Service Software. Bython does not grant (and expressly reserves) any rights, express or implied, or ownership in or to the Service Software.
- “Confidential Information” means (i) all information marked confidential, proprietary, or with a similar legend by either party, and (ii) any other information that is treated as confidential by the Disclosing Party and would reasonably be understood to be confidential, whether or not so marked.
- Confidential Information is, will be, and will remain, as between the parties, the property of the party disclosing the Confidential Information (the “Disclosing Party”). Except as required by law, for a period of three years from the date of disclosure of Confidential Information that is not a trade secret, and for trade secrets for so long as such Confidential Information is a trade secret, the party receiving the Confidential Information (the “Receiving Party”) will keep all Disclosing Party Confidential Information strictly confidential and shall not use Disclosing Party Confidential Information except as explicitly permitted by the Terms. The Receiving Party will use at least the same level of care to prevent unauthorized use of the Disclosing Party Confidential Information as it uses for its own most valuable confidential and proprietary information, but in no event less than a reasonable standard of care. The Receiving Party will use Disclosing Party Confidential Information solely for performing its obligations hereunder or, in the case of the Client, exercising its rights hereunder. The Receiving Party will not do any of the following: (i) encumber, transfer, or license Disclosing Party Confidential Information, except as permitted under this Agreement, (ii) disclose Disclosing Party Confidential Information to any Person except as permitted under this Agreement, or (iii) permit Disclosing Party Confidential Information to be used to the Disclosing Party’s detriment. The Receiving Party will disclose or permit access to Disclosing Party Confidential Information only by its employees and representatives who need to use it in order to perform the obligations of the Receiving Party hereunder, or in the case of the Client, by its affiliates and their employees and representatives for the purpose of exercising its rights hereunder. The Receiving Party will be strictly liable for any unauthorized disclosure or use of Disclosing Party Confidential Information by any Person to whom it discloses such information. Disclosing Party Confidential Information does not include information that is publicly available, that the Receiving Party obtains from independent sources free of any obligation, other than through improper disclosure, or that the Receiving Party develops independently of and without reference to the Disclosing Party Confidential Information. If the Receiving Party is required by Law to disclose any Disclosing Party Confidential Information, it will, upon learning of that requirement and prior to making any disclosure, notify the Disclosing Party and reasonably cooperate with any effort by the Disclosing Party or, in the case of the Client, any Client affiliate to obtain a protective order or other remedy.
- Return of Confidential Information During the Term. At Disclosing Party’s request, Receiving Party will immediately stop using the Confidential Information specified by Disclosing Party. Within five (5) days of Disclosing Party’s request, Receiving Party will (i) deliver copies of the Confidential Information to Disclosing Party and destroy all remaining copies under its control or (ii) if requested by Disclosing Party, destroy all versions of such Confidential Information under its control.