Terms of Service

These Terms govern access to and use of the GoodLeads platform, data and services. GoodLeads provides contact records on newly formed businesses, sourced from public Secretary-of-State filings and enriched through third-party data vendors. Certain provisions are required by those vendors and apply to all GoodLeads Data.

1AGREEMENT, ORDERS & DEFINITIONS

1.1 Agreement. These Terms of Service (these "Terms") govern access to and use of the GoodLeads platform, data and services (the "Services") provided by Goodleads Club, LLC, a Wyoming limited liability company doing business as GoodLeads ("GoodLeads"), to the business entity that accepts them ("Customer"). Customer accepts these Terms by creating an account, purchasing or using the Services, and is bound by an Order when an individual acting for Customer checks the acceptance box at checkout or signs the Order, including electronically. That individual represents that he or she is authorized to bind Customer. The Services are provided solely for business-to-business purposes.

1.2 Definitions. In these Terms:

"Order" means a checkout, order form or written proposal accepted by Customer, including by checking the acceptance box at checkout or by signature, together with any specification of personas, territories, filters or volumes agreed in writing under it, including by email.

"Committed Order" means an Order that includes a prepaid balance, a minimum purchase commitment, scheduled payments or a fixed term (its "committed term").

"GoodLeads Data" means records, contact data, attributes and Scores made available through the Services, including data derived, enriched or scored from public Secretary-of-State filings and other sources.

"Enriched Fields" means telephone numbers, email addresses and related contact attributes obtained or validated through the third-party data vendors of GoodLeads.

"Scores" means the proprietary Contact Relevance and Reachability scores of GoodLeads and any other signal generated by GoodLeads.

"Output" means lists, exports and files Customer generates from or receives through the Services.

"Delivered Records" means records of GoodLeads Data delivered to Customer under an Order, including replacement records under Section 8.3.

"Paid Records" means Delivered Records for which Customer has paid in full, and replacement records provided for them.

"Unapplied Amount" means the amounts Customer has prepaid under an Order that have not been applied to Delivered Records at the price stated in that Order.

1.3 Order of Precedence. In the event of a conflict, an Order controls over these Terms (including the Privacy Policy incorporated by Section 10.1), but only for that Order, and an Order modifies Section 3, 5 or 6 only where it expressly refers to the provision being modified. Terms in any Customer purchase order, vendor portal or similar document are void, even if accepted or acknowledged by GoodLeads.

2LICENSE, OWNERSHIP & RETENTION

2.1 License. Subject to these Terms and payment of applicable fees, GoodLeads grants Customer a non-exclusive, non-transferable (except under Section 19.3), non-sublicensable (except as permitted by Section 4) and revocable license, during the term, to access and use GoodLeads Data solely for Customer's internal business-to-business sales, marketing and business-development purposes (the "Permitted Purpose"), within the seat, credit, quota and volume limits stated in the applicable Order.

2.2 Revocable; Term. In Section 2.1, "revocable" means revocable only (a) during a suspension under Section 13.3; (b) on termination by GoodLeads for Customer's uncured material breach of Sections 3 through 6; (c) as to records for which Customer has not paid when due; or (d) as to specific records, or to the extent, that GoodLeads reasonably determines is required by law or by its data vendors, including by a suppression notice. "The term" means the term of the applicable Order (for a one-time purchase, the period beginning on delivery); the license to Paid Records continues after it under Section 2.4.

2.3 Ownership. GoodLeads retains all right, title and interest in the Services, GoodLeads Data, Scores and the methods used to produce them. No rights are granted except as expressly stated in these Terms.

2.4 Retained Records. Customer's license to each Paid Record, and to Output derived from it, is perpetual and continues after the applicable Order and these Terms end, on the same non-exclusive and non-transferable basis and for the Permitted Purpose only. Customer need not delete, or certify deletion of, Paid Records when an Order or these Terms end. Sections 3 through 7, 10 and 12 continue to apply to retained records, and Customer's deletion obligations are limited to those in Section 10.3.

3ACCEPTABLE USE & PROHIBITED USES

3.1 Prohibited Uses. Customer will not, and will not permit any third party to:

1. resell, sublicense, redistribute or disclose GoodLeads Data to any third party, except to Authorized Affiliates and Authorized Agents under Section 4 or as expressly authorized in an Order;
2. use GoodLeads Data to build, train or enhance any database, model or product that competes with the Services, or incorporate GoodLeads Data into its own or any third party's data product;
3. scrape, crawl or use bots against the Services, or attempt to reverse-engineer the Services, Scores or data methods;
4. use GoodLeads Data for any purpose prohibited by Section 6.1;
5. violate CAN-SPAM, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, CASL, or any federal or state do-not-call, telemarketing, anti-spam or communications law;
6. use GoodLeads Data to harass, defraud, stalk or unlawfully discriminate, or in violation of the Fair Debt Collection Practices Act or any other applicable law; or
7. use GoodLeads Data other than for the Permitted Purpose, or for any personal, consumer or business-to-consumer purpose.

3.2 Liquidated Damages. For each record Customer discloses or makes available to a third party in breach of Section 3.1(a), Customer will pay GoodLeads US $2.00 as liquidated damages, which the parties agree is a reasonable estimate of harm and not a penalty. Liquidated damages do not apply to disclosures to Authorized Affiliates or Authorized Agents made in accordance with Section 4, compensate only for the unauthorized disclosure itself, and do not limit injunctive relief, indemnification for third-party claims or remedies for other breaches.

4AFFILIATES, AGENTS & RESALE

4.1 Authorized Affiliates. Customer's "Authorized Affiliates" are each entity that controls, is controlled by or is under common control with Customer, and each other entity named as an affiliate in an Order. Authorized Affiliates may use GoodLeads Data delivered to Customer for the Permitted Purpose as if they were Customer, and disclosure to them is not a breach of Section 3.1(a).

4.2 Authorized Agents. Customer may make GoodLeads Data available to independent sales agents, independent sales organizations and similar sales representatives under written contract to sell Customer's or an Authorized Affiliate's own products or services ( "Authorized Agents"), solely for that purpose and not for their own account or for any other provider, under written terms at least as protective of GoodLeads Data as Sections 3, 5, 6, 10 and 12, including suppression and deletion. Such access is not a disclosure in breach of Section 3.1(a).

4.3 Responsibility. Customer is responsible for its Authorized Affiliates' and Authorized Agents' compliance with these Terms, and their acts and omissions are deemed Customer's own. If GoodLeads reasonably identifies misuse by, or a compliance risk from, a specific Authorized Agent and notifies Customer, Customer will promptly terminate that Authorized Agent's access. Customer will cause each Authorized Agent to delete GoodLeads Data when its contract with Customer ends or its access is terminated, whichever is earlier.

4.4 Resale. Resale and redistribution of GoodLeads Data are prohibited unless expressly permitted in an Order, for example for agency or white-label use. Where permitted, Customer will bind each recipient to terms no less restrictive than Sections 3, 5 and 6 and remains liable for each recipient's compliance.

5OUTREACH COMPLIANCE

5.1 Customer Outreach. Customer determines whom to contact and when and how to contact them, and is responsible for ensuring that its outreach, and outreach by its Authorized Affiliates and Authorized Agents, complies with the TCPA, the Telemarketing Sales Rule, CAN-SPAM, CASL, state telemarketing and mini-TCPA laws, and federal and state do-not-call rules, including registry and internal do-not-call scrubbing, consent where required, calling hours, autodialer and prerecorded-message rules, maintenance of suppression lists and the honoring of opt-outs.

5.2 Data Characteristics. Most telephone numbers in GoodLeads Data are wireless (mobile) numbers, typically the business owner's direct line. GoodLeads Data is not scrubbed against federal or state do-not-call registries, do-not-email lists or reassigned-number databases. Email addresses are validated for deliverability before delivery. GoodLeads does not warrant deliverability, and the replacement guarantee in Section 8.3 is the remedy for undeliverable addresses.

5.3 GoodLeads Support. GoodLeads will process the suppression and opt-out requests it receives and pass them through to Customer under Section 10.2, and will include line-type or other compliance-relevant fields with Delivered Records to the extent GoodLeads reasonably has them, without warranty as to those fields. Any do-not-call or reassigned-number scrubbing that GoodLeads may offer is provided as a convenience and does not alter the responsibilities in Section 5.1.

6MANDATORY DATA-COMPLIANCE TERMS

Because certain Enriched Fields are sourced through regulated third-party data vendors, this Section 6 applies to all GoodLeads Data and survives termination.

6.1 FCRA; Underwriting and Eligibility. GoodLeads is not a consumer reporting agency, and GoodLeads Data is not a consumer report. Customer certifies that it will not use GoodLeads Data as a consumer report or for any purpose regulated under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., including eligibility for credit, insurance, employment, housing or tenancy, or government benefits, and will not merge GoodLeads Data with any consumer report. Customer will not use GoodLeads Data, directly or indirectly, for underwriting, credit, risk scoring, know-your-business (KYB) or know-your-customer (KYC) review, or any other eligibility decision, and will keep GoodLeads Data out of those processes. This Section 6.1 does not restrict Customer from underwriting or reviewing a business that applies to it, using information obtained from the applicant or from Customer's other lawful sources.

6.2 Other Regulated Data. To the extent any Enriched Field is governed by the Gramm-Leach-Bliley Act, Customer will use it only for a purpose permitted by, and in compliance with, that Act. To the extent any data is derived from motor-vehicle records, Customer will use it only for a purpose permitted under the Driver's Privacy Protection Act, 18 U.S.C. § 2721. Customer will not use any deceased-individual or Death Master File-derived data except as permitted by law.

6.3 Suppression. On GoodLeads' notice that a record must be suppressed, including a vendor-originated removal request, Customer will stop using and delete the GoodLeads Data in that record within ten (10) business days and will not redistribute it. Customer will review GoodLeads' suppression and removal notices, and remove affected records from its systems, no less than monthly, subject to Section 7.

6.4 Attribution, Protections and Consents. Customer will not identify, market or represent any GoodLeads Data as originating from any specific GoodLeads data vendor. Customer will impose security and confidentiality obligations on its personnel and any authorized recipients at least as protective as these Terms. Customer represents that it has, and will maintain, all rights, notices and consents necessary for its use of GoodLeads Data, and will comply with applicable privacy and data-protection laws, including the CCPA/CPRA and, where applicable, the GDPR and UK GDPR.

7CUSTOMER DATA

Nothing in these Terms limits Customer's rights in data it independently possesses or obtains, including contact information, relationships, consents and opt-ins it already has or obtains directly from a contact, such as in an application, an inquiry or an ongoing business relationship ( "Customer Data"). Customer Data is not GoodLeads Data, even if it overlaps with GoodLeads Data, and includes information a contact provides directly to Customer after Customer first reached the contact through GoodLeads Data; copying, re-labeling or appending GoodLeads Data does not make it Customer Data. If a Delivered Record matches Customer Data, Customer may continue to use the Customer Data free of the restrictions in these Terms, which apply only to the GoodLeads Data; GoodLeads' attributes, Scores and Enriched Fields remain GoodLeads Data except to the extent Customer independently possesses or obtains the same information. A suppression notice applies to the GoodLeads Data in a record and not to matching Customer Data, but Customer remains responsible under Section 5.1 for honoring opt-out and do-not-contact requests it receives. On GoodLeads' reasonable request, Customer will demonstrate its independent possession of claimed Customer Data, such as by records showing that it was in Customer's systems before delivery or was obtained directly from the contact or another source not derived from GoodLeads Data.

8WARRANTIES, DATA ACCURACY & REPLACEMENT GUARANTEE

8.1 Compliance; Data Warranties. Each party will comply with the laws applicable to its performance under these Terms. GoodLeads represents and warrants that (a) GoodLeads Data is lawfully collected, and GoodLeads collects and compiles it in compliance with applicable law, including through contractual assurances it obtains from its data suppliers; and (b) GoodLeads has the right to license GoodLeads Data to Customer for business-to-business sales and marketing purposes under these Terms. These warranties do not limit Section 8.2 and are not a representation that any contact has consented to, or that any record may lawfully be used for, autodialed, prerecorded-voice or text-message outreach; consent and outreach compliance remain governed by Section 5. GoodLeads' liability for breach of this Section 8.1 is subject to Section 14.

8.2 Disclaimer. Except as expressly stated in Section 8.1, GoodLeads Data and the Services are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, GoodLeads disclaims all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement and any warranty of accuracy, completeness, currency or deliverability. GoodLeads Data may contain duplicates, errors, omissions, or AI-generated or AI-inferred data, and Customer's use is at its own risk.

8.3 Replacement Guarantee. If a Delivered Record has an email address that hard-bounces, a telephone number that is disconnected, or names the wrong person, and Customer notifies GoodLeads within thirty (30) days after delivery, GoodLeads will verify the issue and replace the record at no charge. Replacement records are additional and do not count toward the quantity purchased under an Order. The guarantee does not apply to records Customer fails to contact for reasons unrelated to the accuracy of the delivered data. Except as an Order expressly provides, replacement is Customer's sole and exclusive remedy for data-quality issues.

9FEES, PAYMENT & REFUNDS

9.1 Fees; Taxes. Fees are as stated in the applicable Order. Amounts are in US dollars and exclude sales, use and similar taxes, which Customer will pay where applicable (other than taxes on GoodLeads' income).

9.2 Standing Orders. Unless the Order states otherwise, a standing order is billed each month for the records actually delivered that month, at the per-record prices shown when it was set up, and a delivery with no new records is not billed. Customer may pause or cancel a standing order at any time from the manage link in any delivery email; records already delivered are invoiced, and nothing after.

9.3 Prepaid and Committed Orders. The payment schedule, volumes, delivery pace, statements, carry-forward of any undelivered balance, refunds, early-exit rights and other commercial terms of a Committed Order are governed by that Order. The pause-or-cancel right in Section 9.2 does not apply to a Committed Order, which may be terminated before the end of its committed term only as the Order or Section 13.2 or

17.2 provides.

9.4 Payment Methods. Customer will pay by ACH debit, card or invoice, as offered at checkout or stated in the Order. By electing ACH debit or card, Customer authorizes GoodLeads and its payment processor to debit or charge Customer's designated account for each amount on its due date, and each invoice or Order payment schedule constitutes advance notice of the amount and date. No surcharge applies to any payment method unless the Order states otherwise. Invoices are due on the date stated in the Order or, if none, on receipt. If Customer revokes an authorization, it will pay by invoice, and its payment obligations are unchanged.

9.5 Cleared Funds; Returns. A payment is made only when the funds clear to GoodLeads. An ACH debit or card charge initiated by GoodLeads on the due date is timely unless it is returned, reversed or declined. A returned or reversed ACH payment, or a declined or charged-back card payment, is non-payment as of the original due date, and Customer will re-pay within five (5) business days after notice, together with any bank return fee GoodLeads actually incurs.

9.6 Late Payment; Disputes. Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. If an amount remains unpaid on the third (3rd) business day after its due date, GoodLeads may pause delivery until it is paid, without limiting Section 13.2. Customer may dispute an invoice or statement in good faith by written notice stating the reason within fifteen (15) days after receipt; agreed adjustments are applied to the next invoice, and a dispute does not delay any scheduled prepayment or the payment of undisputed amounts.

9.7 Refunds. Except as required by law or as stated in Section 8.3, 13.4, 15.2 or 17.2 or in an Order, fees are non-refundable and payments are non-cancelable once data has been delivered, because GoodLeads Data is delivered immediately and cannot be returned.

10PRIVACY, SUPPRESSION & DELETION

10.1 Privacy. The GoodLeads Privacy Policy is incorporated into these Terms. GoodLeads honors verified data-subject and consumer requests, including access, deletion and opt-out of sale or sharing, as required by applicable law, and operates a removal and suppression intake as described in the Privacy Policy.

10.2 Suppression Notices. GoodLeads will deliver suppression notices by email and, where Customer uses a GoodLeads CRM connector, through that connector, including after an Order ends. Customer will keep any suppression sync enabled and process suppression notices under Section 6.3 for as long as it retains GoodLeads Data.

10.3 Required Deletion. Customer will delete, and on request certify deletion of, (a) the GoodLeads Data in any record subject to a suppression notice, within the period in Section 6.3; (b) GoodLeads Data for which Customer has not paid, if the applicable Order ends before payment; and (c) all GoodLeads Data, within five (5) business days, if GoodLeads terminates for Customer's uncured material breach of Sections 3 through 6. Certification may be given by email from an officer or manager of Customer. Routine backups may be retained until overwritten in the ordinary course if they are not restored or used and are kept protected under these Terms.

11DELIVERY & API TERMS

11.1 Delivery. GoodLeads will deliver records by the method stated in the Order or selected at checkout, which may include a feed into Customer's CRM, API access or a file export. GoodLeads will not deliver more records than Customer has ordered or paid for without Customer's written agreement, which may be given by email. If GoodLeads forecasts that the agreed specification will not support the volume or pace stated in an Order, it will promptly notify Customer and propose changes, such as a wider radius or additional territories, for Customer's approval; if Customer does not approve them, the Order governs the consequences.

11.2 API Terms. If GoodLeads makes an API or programmatic interface available, access is for Customer's internal use only. Customer will not cache or store API responses beyond what is reasonably necessary for the Permitted Purpose, resell or proxy API responses, build a competing client, or exceed rate limits that GoodLeads may set and change. Storing Delivered Records in Customer's CRM and sales systems for sales and marketing follow-up is within the Permitted Purpose and reasonably necessary. When API access ends, Customer will delete API-derived data other than Paid Records and certify deletion on request.

12CONFIDENTIALITY, SECURITY & AUDIT

12.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other in connection with these Terms or an Order that is marked confidential or that a reasonable person would understand to be confidential, including pricing, Order terms and Customer's outcome figures, but not information the recipient can show is or becomes public through no fault of its own, was already known to it or lawfully received from a third party without restriction, or was independently developed without use of the discloser's information. GoodLeads Data is protected by Sections 2 through 6 whether or not it is public or meets this definition.

12.2 Obligations. The recipient will use Confidential Information only for these Terms and its Orders, protect it with at least reasonable care, and disclose it only to its and its affiliates' personnel, advisors and service providers who need to know it and are bound by similar obligations, or as required by law after prompt notice where lawful and reasonable help in seeking protective treatment. These obligations continue for three (3) years after the last Order ends and, for trade secrets, for as long as they remain trade secrets.

12.3 Security; Incidents. Each party will maintain reasonable administrative, technical and physical safeguards for the other's Confidential Information and, in Customer's case, GoodLeads Data in its control; notify the other without undue delay after becoming aware of a security incident involving unauthorized access to that information; and reasonably cooperate in its remediation.

12.4 Audit. GoodLeads (or its data vendors, where their terms require) may audit Customer's compliance with Sections 3 through 6 and 10 on at least ten (10) business days' written notice, no more than once in any twelve (12) months (unless GoodLeads reasonably suspects a breach or a data vendor or regulator requires an audit), during normal business hours, at the auditing party's cost and with minimal disruption. GoodLeads may first request written responses and a certification. Auditors will be bound by confidentiality.

13TERM, TERMINATION & SUSPENSION

13.1 Term. These Terms apply from acceptance for as long as Customer has an account or an Order in effect. Each Order runs for the term stated in it, and a Committed Order may be terminated before the end of its committed term only as the Order or Section 13.2 or 17.2 provides.

13.2 Breach. Either party may terminate an affected Order, or these Terms and all Orders, by written notice if the other materially breaches them and fails to cure within twenty-one (21) days after written notice (ten (10) days for non-payment).

13.3 Suspension. GoodLeads may suspend access or delivery immediately, to the extent reasonably necessary, for misuse that threatens its legal or data-vendor compliance obligations, and will promptly notify Customer of the reason.

13.4 GoodLeads Breach. If Customer terminates for GoodLeads' uncured material breach, GoodLeads will refund the Unapplied Amount under each terminated Order. Subject to Section 15.2, and without limiting Section 8.3 or any balance, refund or early-exit right in an Order, that termination and refund are Customer's sole and exclusive remedy for the breach.

13.5 Customer Breach. If GoodLeads terminates for Customer's uncured material breach, (a) unpaid amounts for records delivered become immediately due, together with amounts for the remainder of the committed term of a Committed Order to the extent, and only to the extent, the Order so provides; and (b) unless the Order provides otherwise, GoodLeads has no further obligation to deliver records or refund prepaid amounts under the terminated Orders.

13.6 Effect; Survival. On expiration or termination, Customer's license to Paid Records continues under Section 2.4, and deletion is required only under Section 10.3. Accrued payment obligations and Sections 2.3, 2.4, 3 through 8, 10, 12 (for the period in Section 12.2), 13.4 through 13.6, and 14 through 19 survive.

14LIMITATION OF LIABILITY

14.1 Cap. Each party's total aggregate liability arising out of or relating to these Terms and all Orders will not exceed the greater of (a) the amounts paid and payable by Customer under these Terms and all Orders in the twelve (12) months preceding the event giving rise to the claim and (b) US $100.

14.2 Exclusions. Section 14.1 does not apply to (a) Customer's breach of Sections 3 through 6 or 10; (b) either party's breach of its confidentiality obligations in Section 12.2; (c) Customer's indemnification obligations; (d) Customer's payment obligations; or (e) a party's fraud or willful misconduct.

14.3 IP Super-Cap. GoodLeads' total aggregate liability under Section 15.2 will not exceed two times (2x) the amount in Section 14.1(a), separate from and in addition to the cap in Section 14.1.

14.4 Indirect Damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, except that this Section 14.4 does not limit amounts payable to third parties under an indemnity or Customer's liability for breach of Sections 3 through 6 or 10.

15INDEMNIFICATION

15.1 By Customer. Customer will defend and indemnify GoodLeads against third-party claims (including regulatory actions), and resulting losses, fines, penalties, settlements and reasonable attorneys' fees, to the extent arising from (a) Customer's breach of Sections 3 through 6 or 10, or (b) calls, texts, emails or other outreach made by or for Customer, an Authorized Affiliate or an Authorized Agent, except to the extent the claim is caused by GoodLeads' breach of its warranties in Section 8.1 or of its suppression pass-through obligations in Sections 5.3 and 10.2, or by GoodLeads' gross negligence or willful misconduct. An inaccurate, outdated, wireless or reassigned telephone number or other data-accuracy issue is not a breach by GoodLeads for purposes of this Section 15.1, and the replacement guarantee in Section 8.3 is the remedy for those issues. To the extent GoodLeads' supplier agreements so require, this indemnity also extends to GoodLeads' data suppliers, but only for claims arising from Customer's breach of Sections 3 through 6.

15.2 By GoodLeads. GoodLeads will defend Customer against any third-party claim that the Services or GoodLeads Data, as provided by GoodLeads and used in accordance with these Terms, infringe or misappropriate that third party's United States intellectual-property rights, and will pay damages finally awarded and settlements it agrees to, except to the extent a claim (a) does not specifically allege that the Services or GoodLeads Data are the basis of the infringement, or arises from (b) a modification not made by GoodLeads, (c) a combination with anything not provided by GoodLeads, if the claim would not have arisen without it, or (d) use in breach of these Terms or after GoodLeads requests that Customer cease use. GoodLeads may, at its option and expense, procure the right for Customer to continue using the affected item, modify or replace it with a materially similar non-infringing item or, if neither is commercially reasonable, terminate Customer's rights to the affected item and refund the Unapplied Amount under the affected Orders. This Section 15.2 states GoodLeads' entire liability for intellectual-property claims, subject to Section 14.3.

15.3 Procedure. The indemnified party will give prompt written notice of the claim (delay relieving the indemnifying party only to the extent it is prejudiced), grant the indemnifying party sole control of the defense and settlement, and reasonably cooperate at the indemnifying party's expense. No settlement may admit fault on behalf of, or impose non-monetary obligations on, the indemnified party without its consent, not to be unreasonably withheld.

16GOVERNING LAW & DISPUTE RESOLUTION

These Terms and all Orders are governed by Wyoming law, without regard to its conflict-of-laws rules. The parties' senior representatives will first attempt in good faith to resolve any dispute for fifteen (15) days after written notice. Any unresolved dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator, seated, with any hearing held in person, in Sheridan County, Wyoming; judgment on the award may be entered in any court of competent jurisdiction. Claims may be brought only in a party's individual capacity, not as a plaintiff or class member in any purported class, collective or representative proceeding. Either party may instead bring claims to collect unpaid amounts, and claims for misuse of GoodLeads Data or breach of intellectual-property or confidentiality obligations, in the state courts in Sheridan County, Wyoming or the United States District Court for the District of Wyoming, to whose jurisdiction each party consents. Either party may seek injunctive relief in any court of competent jurisdiction.

17CHANGES TO THESE TERMS

17.1 Updates. GoodLeads may update these Terms by posting a new version with a new "Last updated" date and, for Customers with an Order in effect, by email notice at least fifteen (15) days before the update takes effect. An update applies to Orders accepted after it is posted and, from its effective date, to other continuing use of the Services, including standing orders.

17.2 Committed Orders. A Committed Order remains governed by the version of these Terms in effect when it was accepted, and an update applies to it during its committed term only with Customer's written consent, which may be given by email, except that an update GoodLeads reasonably determines is required by law or by its data vendors applies on written notice. If such an update materially and adversely affects Customer, Customer may terminate the affected Committed Order by written notice within thirty (30) days after GoodLeads' notice and will receive a refund of the Unapplied Amount.

18PUBLICITY

18.1 Customer Listing. GoodLeads may identify Customer by name and logo as a GoodLeads customer, including on its website and in its sales materials, in accordance with any reasonable brand guidelines Customer provides, and Customer may identify GoodLeads by name as a supplier.

18.2 Case Study. Where an Order provides for a case study, Customer will cooperate in good faith with GoodLeads on one named case study, which may cover results such as record volumes, connect rates, meetings and customers won. GoodLeads will provide Customer the draft text, and Customer will approve it or provide comments within ten (10) business days after receipt, or any other period stated in the Order. Customer's approval will not be unreasonably withheld, delayed or conditioned, and GoodLeads may publish the case study once Customer approves the text. Customer's Confidential Information, including its outcome figures, will be used only as Customer approves.

18.3 Other Use. Except as stated in this Section 18, neither party will use the other party's name or logo publicly without the other party's prior written consent, which may be given by email.

19GENERAL

19.1 Entire Agreement; No Reliance. These Terms and the Orders are the parties' entire agreement on their subject matter and supersede all prior proposals, presentations and discussions, except to the extent a proposal is accepted as an Order. Descriptive, illustrative or promotional statements in a proposal, including product descriptions, examples, estimates and projections, are not warranties or commitments unless the Order expressly states them as such. Customer's purchase is not contingent on any future functionality or features, or on any oral or written statements or marketing materials not included in these Terms or an Order. Amendments require a writing signed by both parties, except changes an Order permits by email and updates under Section 17.

19.2 Notices. Notices to GoodLeads must be sent by email to hello@goodleads.club or the notice address in an Order, and notices to Customer may be sent to its account email or the notice address in an Order. Notices are effective when sent absent a delivery-failure message, or on the next business day if sent outside business hours.

19.3 Assignment. Neither party may assign these Terms or an Order without the other's consent, not to be unreasonably withheld, except on written notice to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets.

19.4 Electronic Acceptance. Acceptance by checkbox or click at checkout, electronic signatures and signed PDF copies are binding as originals, and an Order may be executed in counterparts.

19.5 Miscellaneous. Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control. The parties are independent contractors. There are no third-party beneficiaries, except GoodLeads' data suppliers to the extent stated in Section 15.1. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remainder remains in effect.

20CONTACT US

Goodleads Club, LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, USA. Email: hello@goodleads.club.