Terms and conditions
Issuer: Grit Marketing LLC, 1309 Coffeen Avenue STE 1200, 82801, Sheridan, Wyoming (hereinafter: “Grit Marketing“), represented by the CEO Srdjan Erceg, e-mail: hello[@]grit-marketing.com.
This General Terms and Conditions of the Grit Marketing (hereinafter: "Terms and Conditions") constitute a valid and binding contract between the Parties entering into the Lead Purchase Agreement in addition to the text of such Agreement. Both Agreement and Terms and Conditions are equally binding and enforceable. Should any of the articles within the Agreement conflict with an article from the General Terms and Conditions of Grit Marketing, the provisions of the General Terms and Conditions of Grit Marketing shall prevail.
Whereas, Grit Marketing, a United States-based company, among other things, is a lead aggregator of Leads in various niches and/or aggregator of request information in these niches; and
Whereas, Lead Seller, a company, is a lead generator of Leads within the niches specified in the Agreement and/or generator of request information in these niches, and/or wholesale seller, broker or reseller of data collected from Customers requesting information about services from previously agreed niches; and
Whereas, Lead Seller, has all necessary legal right of ownership to the request data and the authorization from the customer to sell and distribute such data to Grit Marketing and third parties; and
Whereas, the Parties wish to establish a business relationship pursuant to which Lead Seller distributes its Customer request information to Grit Marketing in exchange for a fee paid to Lead Seller by Grit Marketing. Moreover, Parties desire to create a relationship whereby Customers visiting the website operated by Lead Seller (each a “Lead” and collectively, the “Leads”) may be transferred to a Grit Marketing-owned website and/or server and/or by submitting Leads through the leadspedia API (the transfer process is hereinafter called the “Lead Generation”). For purposes of this Terms and Conditions, “Lead Generation” also includes the acquisition of Leads by Grit Marketing pursuant to the agreed fee, if so elected by Grit Marketing. Lead Seller will sell eligible Leads to Grit Marketing, through a real-time lead transfer integration interface, the documents and/or information related to which have been, or will be, provided by Grit Marketing to Lead Seller separately.
Now, therefore, in consideration of the promises contained in this Terms and Conditions, including those contained in the possible Addendums and Appendixes attached hereto and incorporated herein by this reference, and other valuable consideration, the sufficiency of which is hereby acknowledged and subject to the provisions set by this Terms and Conditions; Grit Marketing issues Terms and Conditions as follows:
- “Agreement“ shall mean specific Lead Purchase Agreement or other similar binding contract between Lead Seller and Grit Marketing.
- “Lead Seller“ shall mean an entity with whom Grit Marketing entered into an Agreement to purchase Leads or similar contract to which this Terms and Conditions apply.
- “Parties“ shall mean Grit Marketing and Lead Seller with whom Grit Marketing entered into an Agreement.
- “Generating Lead“ shall mean obtaining required information from the Customer in the agreed niches. Moment at which customer finishes filling the form and clicks submit or similar button on Lead Seller’s website is the moment at which such a Lead is considered to be generated.
- “Lead“ shall mean a data file containing Customer’s Information and request(s) for service of an attorney at law, an agency or third party in the agreed industry and niche, and contact information submitted by a Customer over the age of 18, which Lead shall be in compliance with TCPA, CAN-SPAM, California Privacy Rights Act (CPRA) and other regulation, submitted via the internet directly to Lead Seller or through a Lead Seller’s controlled affiliate, that is sold and distributed by Lead Seller to Grit Marketing according to the provisions of this Terms and Conditions, and that includes at a minimum all data fields (information) including but not limiting to answers specified in the Agreement or separate document.
- “Customer“ shall mean a person who is a permanent resident in the USA, interested in services from niches precisely agreed in the Agreement as well as Service providers in this niches including but not limiting to law offices and private agencies.
- “Ping/post“ shall mean a processing system in which Lead Seller submits partial information about the Lead (Ping) to network of Lead Buyers, which information Lead Buyers can use to determine whether they are interested in purchasing the Leads, and if they are, they may bid within the software to purchase said Lead, with complete information, and the Lead Buyer to bid the highest amount wins (Post) and recieves the complete information of the Lead.
- “Split price“ shall mean the mechanism of determining the price for each Lead, which prescribes that Parties share the total amount of funds paid by Lead Buyer for each Lead in the hereby agreed split ratio.
- “Personal data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
- “Lead Buyer“ shall mean third party to whom Grit Marketing is selling generated and aggregated Leads, which may be the same entity as Service provider.
- “Service provider“ shall mean an entity providing the service requested by the Lead, such as law office, private agencies and other entities conducting similar service to Customers in the precisely specified industries and niches.
1. Services by Lead Seller
a. Sale and Purchase of Leads
i. Lead Seller obliges to generate Leads on behalf of Grit Marketing in the niches, which are precisely agreed within the Agreement or the separate document. Lead Seller is required to submit a Lead to Grit Marketing simoultaneously on the day on which the Lead is generated. Lead Seller is required to generate Leads from a specific source (e.g. google ads), which source will be previously decided by Grit Marketing and provided to Lead Seller via e-mail. Lead Seller is obliged to disclose source of each Lead to Grit Marketing through the API, which API will be subsequently specified by Grit Marketing. In additiont to disclosing the source, Lead Seller is obliged to prove the source of each Lead, upon such e-mail request from Grit Marketing. Lead Seller is not permitted to generate and submit Leads from a different source than provided by Grit Marketing. In case Lead Seller generates and submits a Lead from a different source than required, Lead Seller is not entitled to the Remuneration set forth in this Terms and Conditions and any other potential compensation in respect to that Lead. Lead Seller will sell Leads to Grit Marketing through Leadspedia software. If designated by Grit Marketing, Leads will be submitted through other real-time Lead transfer integration interface.
ii. Lead Seller obliges to provide Grit Marketing with exclusive Leads for Customers who meet Grit Marketing’s account parameters, provided to Lead Seller. Grit Marketing agrees to purchase Leads from Lead Seller according to the terms of this Terms and Conditions. Grit Marketing may resell such Leads to law offices, agencies and/or other entities or to other interested Lead Buyers. Lead Seller hereby obliges to transfers all customer data, including the customer’s authorization to be contacted and hereby authorizes Grit Marketing to sell and distribute such Leads to Lead Buyers and other third parties and to make such other disclosures of the Leads as may be permitted or required by law. Lead Seller is solely responsible and liable for generating Leads and submitting them to Grit Marketing. Grit Marketing is not obliged nor liable to cover any costs and fees of generating Leads including, but not limiting to, costs of google ads, facebook ads, lead management process, submition of leads to Grit Marketing, bank charges, taxes and other levies, nor does the Grit Marketing share any losses of Lead Seller in the course of generating Leads. Grit Marketing is merely obliged to pay the Remuneration to the Lead Seller for each submitted Lead, in accordance with the article 2.1 of this Terms and Conditions.
iii. Lead Seller shall perform the Services, listed in artictle 1 of this Agreemenet, in a good, workmanlike, professional, and conscientious manner by experienced and qualified employees of Lead Seller according to the generally accepted standards of the industry to which the Services pertain.
2. Quality and quantity of Leads
a. The number, date, time and type of Leads purchased from Lead Seller shall be within the sole discretion of Grit Marketing and will vary. The number of leads purchased at any given date or time during the term of this Terms and Conditions will vary depending upon market demand, quality, Lead criteria and other limiting factors, regardless of the volume of Leads Lead Seller is offering. Grit Marketing does not guarantee the purchase of certain minimum or maximum number of Leads or that it will purchase Leads on a given date or at a given time being offered by Lead Seller. Grit Marketing reserves the right to limit the lead volume received from Lead Seller each day at any time during the term of this Terms and Conditions, by providing e-mail notice twelve (12) hours in advance. Each Lead shall be obtained by Lead Seller or Lead Seller’s contracted affiliate directly from each individual Customer, and contain the exact, unmodified Personal data submitted by the Customer directly to Lead Seller or Lead Seller’s affiliate via completion of a legally compliant, online form on Lead Seller’s website or Lead Seller’s affiliate owned website. The form completed by the customer shall contain information fields for all of the required information. Lead Seller or Lead Seller’s affiliate shall obtain each customer’s express written consent to distribute their contact information to third parties, including but not limiting to Grit Marketing. The Customer’s contact data shall be transmitted to the Lead Seller electronically via the internet and evidenced by the recording of the landing page, date and time stamp as well as the IP address of the sending computer system. In certain cases, Leads can be delivered without time stamp, IP, and landing page as long as the Lead Seller is able to provide this information to Lead Seller at a future date upon request. Lead Seller shall keep adequate and up-to-date records of all Opt-In submissions from customers, including, but not limited to: Recipient contact information, date and time of the Opt-In, Customers’ express written consents, list in this Terms and Conditions, screenshot of Lead form and originating IP address, and shall provide this information to Grit Marketing, upon Grit Marketing’s request and assist Grit Marketing in tracing the origin of any e-mail address or contact phone number provided by Lead Seller and assist in responding to any customer complaint regarding SPAM should one be received by Grit Marketing or any of its affiliates or Lead Buyers.
Only Lead, within the meaning defined in the “Definitions“ part of this Terms and Conditions, will be considered valid, qualified and most importantly conforming with the Agreement and Terms and Conditions, and, as such, will entitle Lead Seller to Remuneration. Leads missing any of the prescribed information shall not be submitted to Grit Marketing and the refusal of such lead will not require conducting procedure for refusing the Leads as fraudelent or invalid, prescribed in the appropriate paragraph. Lead Seller is not entitled to Remuneration for any duplicate Lead within thirty (30) days from the date Grit Marketing first received the Lead from Lead Seller.
c. Lead Seller agrees that it will not knowingly engage in any of the following activities, that it will prohibit its affiliates, contractors and advertisers from engaging in any of the following activities, and that it will take reasonable corrective measures, including promptly notifying Grit Marketing, upon discovery that it or any third party engaged by it is engaging in any of the following activities:
1. Directly or indirectly generating queries, impressions or clicks on any advertisement through automated, deceptive, fraudulent or other invalid means including, but not limited to, repeated manual clicks, automated query tools or computer-generated search requests;
2. Requesting or displaying any results other than in connection with a bona fide request from an Customer for information related to the type of services indicated, including the submission by the Customer of Personal data required by Lead Buyers and/or Service providers, as indicated in the Definitions;
3. Displaying advertisements without prior written authorization on error pages, registration or thank you pages or in electronic mail;
4. Displaying advertisements on sites containing content that (a) is obscene, pornographic, profane, fraudulent or libelous, defamatory, abusive or harassing; (b) promotes violence or contains hate speech; (c) infringes upon or otherwise violates the proprietary rights of another entity or (d) advertises or promotes any illegal activity, service or merchandise;
5. Accessing, launching or activating any advertisements through, or incorporating advertisements in, any applications, software code, or websites other than approved sites;
6. Crawling, indexing or otherwise storing advertisements, query responses or target pages, or any portions, copies or derivatives thereof;
7. Implementing any click tracking or other monitoring of Results, other than Lead Seller’s own internal tracking for billing and reconciliation purpose;
8. Any deceitful or malicious act determined by Grit Marketing.
d. If Grit Marketing or a Lead Buyer identifies any purchased Lead as, in any way, fraudulent or otherwise invalid, Grit Marketing must provide Lead Seller with written notice via email that identifies each Lead asserted to be fraudulent or otherwise invalid, includes the factual basis for Grit Marketing’s assertion, and provides information recorded from the Lead (including date submitted, the contact information submitted in the Lead and other information necessary to identify specific Lead). Lead Seller may scrub these Leads within three (3) days after the end of the date at which Grit Marketing informed Lead Seller of the refusal to accept invalid Lead. If
Lead Seller does not scrub a Lead and object Grit Marketing’s refusal of a Lead via email, within said timeframe, the Lead shall be considered invalid and it will not be billed to Grit Marketing.
Lead Seller does not guarantee that any minimum quantity of Leads will be provided to Grit Marketing. Each Lead generated and submitted to Grit Marketing is provided on an exclusive basis and solely for Grit Marketing’s permitted use hereunder. Leads shall not be provided by Lead Seller to any other third party, that is, Lead Seller is not allowed to offer, submit, disclose, leak or sell Leads to other buyers, if they were previously or simultaneously submitted to Grit Marketing. If Grit Marketing discovers that Lead Seller has sold Leads to the third party, Grit Marketing may terminate this Agreement without notice period. Grit Marketing is not in any way restricted in purchasing other Leads from different sellers and/or affiliates.
2. Grit Marketing’s rights and obligations
1. Each Lead submitted by the Lead Seller to Grit Marketing will be resold to Lead Buyer, through the Ping/post method within the Leadspedia software. Therefore, price for which Grit Marketing will purchase each Lead and the price which it will resell each Lead to Lead Buyer cannot be determined in advance.
2. Parties hereby agree on a price calculation called Split. Parties will determine split price ratio within their respective Agreement.
3. Lead Seller is entitled to the Remuneration merely on the first sale of each Lead, which is why continuing cooperation between Customer and Lead Buyer, final Service provider, Grit Marketing or other third party will not entitle Lead Seller to any additional Remuneration or any other gain.
It is the Parties’ intent that all payments for Leads are for providing marketing information to Grit Marketing, for which Lead Seller will be paid a Remuneration, from article 2.1.2 of this Terms and Conditions and the Agreement, regardless of whether Grit Marketing or Lead Buyers originate or make any deal or sign up any Customer for Lead Buyer’s or Service provider’s business as a result of this information, i.e. regardless of the conversion of provided Lead. This compensation to Lead Seller is not intended, nor shall it be construed, as a fee or “kickback” for the marketing information provided to Grit Marketing which may result in a deal or signup between Customer and a Lead Buyer. In addition, Lead Seller warrants and represents that its sole compensation for its services – generating and selling Leads – is a Remuneration, from article 2.1.2 of this Terms and Conditions, per Lead and that Lead Seller has not and will not give or accept any fee, kickback, or thing of value pursuant to any agreement or understanding, oral or otherwise, related to the marketing information provided to Grit Marketing.
4. Invoice will be send via e-mail and each invoice shall be considered delivered at the time of dispatch of the e-mail containing invoice.
5. Grit Marketing may provide Lead Seller with a log-in to Grit Marketing’s API, where Lead Seller can review Grit Marketing’s payments owing to Lead Seller for the transactions to be conducted hereunder, for each Lead. For the avoidance of doubt, Grit Marketing’s calculation of the Remuneration payable to Lead Seller hereunder shall be binding on the Parties (absent fraud or manifest error). Within such API, Lead Seller will be able to assess the total number of Leads submitted to Grit Marketing and the total number of Leads accepted, as well as the reasons why Invalidated Leads has been rejected.
Any dispute or objection by Grit Marketing to invoices or Remuneration payable for the immediately preceding week must be made via e-mail within three (3) business days thereafter. Leads paid as valid during the previous invoice period subsequently determined to be “Invalid” will be deducted from the following payment. Grit Marketing will make payment to Lead Seller for the undisputed portion of each invoice on NET 30 terms, if it is not specified differently in the Agreement. Lead Seller agrees that Grit Marketing shall only be liable to the Lead Seller for Commissions to the extent that Grit Marketing has received such funds from the End Buyer.
b. Non-monetary rights and obligations
1. Lead Seller expressly acknowledges and agrees that Grit Marketing may use the purchased Leads and re-sell them to law offices, private agencies, other lead aggregators and interested third parties, without any restrictions or limitations.
2. As between the Parties, Grit Marketing will retain exclusive ownership of all Leads acquired from Lead Seller hereunder under this Terms and Conditions or another exclusive agreement between the Parties.
3. Marketing of any kind, including but not limited to cell phone marketing (text messages), email, or physical mailing, to Leads submitted to Grit Marketing, which Grit Marketing does not purchase and pay for is expressly prohibited. If Lead Seller discovers such marketing by Grit Marketing, it will be billed for every Lead that Lead Seller submitted to Grit Marketing at the highest possible monetary valued integration tier at which the Lead(s) in question were submitted.
c. Legal Compliance
1. Lead Seller warrants and covenants that: (a) it has reviewed all applicable local, state, federal specific laws and/or regulations within the specific industry or niche governing the relationship between Grit Marketing and any Customer or Lead acquired pursuant to this Terms and Conditions and including, but not limited to: the Federal Trade Commission Act, the FTC Telemarketing Sales Rule (including without limitation the provisions thereof related to settlement services), the Prescreen Opt-Out Notice Rule, and the Red Flags Rule, and further represents, warrants and covenants that it is currently in compliance therewith and will continue to comply therewith in connection with any Customer with whom Grit Marketing engages in any transaction or re-sells to Lead Buyers, as a result of Lead Seller’s services; (b) it is duly licensed, authorized and certified by all applicable governmental regulatory authorities to operate its business as it is now conducted and, that in connection with any business transacted with any Customer with whom Grit Marketing engages in any transaction as a result of Lead Seller’s services under this Terms and Conditions, (i) it shall acquire and maintain appropriate licenses, authorizations, and certifications from all applicable governmental regulatory authorities required to perform its obligations hereunder, including those required under the applicable state and/or local law of the Customer’s residence, and (ii) no such transaction shall be illegal, void or voidable, in whole or in any part, under the law of the state of the Customer’s residence; (c) all representations made on its respective website regarding its products or services shall be truthful, lawful and not misleading; and (d) it will use commercially reasonable efforts to maintain the security of its website and all Lead Personal data. If Lead Seller has purchased any Lead from a third party, Lead Seller will notify Grit Marketing of each Lead purchase. Lead Seller warrants that any Lead purchased by Lead Seller and sold to Grit Marketing will be compliant with all the laws and regulation listed above as well as in the following parts of the Terms and Conditions. Lead Seller shall create and maintain a Personal data security program in order to (1) ensure the security and confidentiality of customer records and information; (2) protect against any anticipated threats or hazards to the security or integrity of such records; and (3) protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to the Customer.
2. Each party hereto represents and warrants to the other that it is authorized to enter into this Terms and Conditions and that the execution and delivery hereof and performance of its respective obligations hereunder do not violate any other agreement to which it is a party; and that its conduct in performing its obligations under this Terms and Conditions, including its contract and business dealings with their affiliates, will conform to all applicable state, federal, and local laws, rules and regulations including, without limitation, the provisions of privacy laws (including, but not limited to, the California Consumer Protection Act (CCPA), the California Privacy Rights Act (CPRA), the Telephone Consumer Protection Act (TCPA) of 1991), the Telemarketing Sales Rule, laws regarding email marketing, including, but not limited to, the CAN-SPAM Act of 2003. Thereby, Lead Seller obliges to submit to Grit Marketing only Leads, which are compliant with all the necessary laws and regulations. For all Leads provided to Grit Marketing under this Terms and Conditions Lead Seller warrants that each Lead provided is for a Customer who was not incentivised to complete the website form; was not obtained through telemarketing or facsimile advertising in violation of National Do-Not Call (DNC) regulations; was not directly or indirectly procured by use of unsolicited email or acts in violation of any state or federal Privacy laws or regulations, especially the CAN-SPAM Act of 2003; are from Customers who have specifically authorized (Opt-in), by the express written consent, the distribution of their Personal data to third parties, such as Grit Marketing and who has affirmatively requested information regarding Service providers in the agreed niches, such as attorneys and private agencies and/or to be contacted by commercial sources other than Lead Seller.
3. Lead Seller warrants to Grit Marketing that Lead Seller will not (i) make any representations or warranties concerning the products or services of Grit Marketing, Lead buyers or Service providers that are inconsistent with those made by Grit Marketing in its then current published materials; (ii) engage in any illegal, unfair or deceptive trade practices with respect to the activities contemplated by this Terms and Conditions; (iii) it and the Services, from Article 1 of this Terms and Conditions, will not infringe or misappropriate the copyrights, trade secrets, patents, or other intellectual property rights of Grit Marketing or any third party.
4. TCPA compliance of each Lead entails express written consent by Customer, with a clear and conspicuous disclosure, which written consent among other points includes a statement that Customer specifically authorizes telemarketing by automatic dialing/texting or prerecorded voice, that Customer authorizes to be contacted by a real person in Customer’s telephone number and a notice of understanding that Customer is not required to enter in any agreement as a condition of purchasing requested services; and shall entail any other rule prescribed by the TCPA or any other regulation and/or guideline issued and enacted in the process of implementation of the TCPA.
5. Lead Seller confirms and agrees that any intellectual property regarding the Agreement and/or this Terms and Conditions, both monetary and non-monetary rights, belong exclusively to Grit Marketing and Lead Seller has no claims in that respect. Lead Seller obliges not to disclose to anyone any of the information, that becomes available to Lead Seller, which can reasonably be considered as trade secret, proprietary or confidential, regardless of the fact whether Grit Marketing pointed out that such information is a trade secret, proprietary or confidential. In case Lead Seller discloses Grit Marketing’s trade secret or other proprietary or confidential information to any third party, Lead Seller should pay to Grit Marketing liquidated damages in the amount of 100.000,00 USD, within two weeks after the discovery such leak.
6. Lead Seller is obliged to ensure legal compliance of all the laws and regulations listed in this Terms and Conditions as well as other binding regulation, by all of Lead Seller’s affiliates, contractors and other third parties from which Lead Seller may obtain Leads and submit them to Grit Marketing.
9. In addition, for any reason or no reason and at Grit Marketing’s expense, Grit Marketing reserves the right to audit and re-assess whether Lead Seller is in compliance with the terms and obligations set forth in this article, from time to time. Provided that Grit Marketing performs such audit during Lead Seller’s normal business hours and provides Lead Seller at least three (3) business days’ prior notice via e-mail thereof and such audit is undertaken at Grit Marketing’s sole expense. Notwithstanding the foregoing audit right of Grit Marketing, Lead Seller expressly acknowledges and agrees that (i) it is not the responsibility of Grit Marketing to ensure Lead Seller’s compliance with this Terms and Conditions, and (ii) Lead Seller shall be solely responsible for any and all errors, omissions, violations of applicable laws and regulations and breaches of this Terms and Conditions regardless of whether Grit Marketing exercises its audit right or discovers any such errors, omissions, violations of applicable Law and/or breaches during the course of any such audit.
1. Grit Marketing shall inform Lead Seller promptly upon receiving claim, fine or any other notice, regarding certain legal non-compliance, and thereby provide Lead Seller with an opportunity to prove that such notice has no merit. This also entails that Lead Seller warrants that in the event Grit Marketing is subject to a TCPA complaint, DNC related complaint, regulatory citation, and/or adverse legal action, will provide Grit Marketing with clear and convincing evidence which demonstrates:
i. That the claimant consented to receiving telephone solicitations from Grit Marketing and Lead Buyers prior to the Lead being delivered to Grit Marketing; and
iii. That the claimant received disclosures informing him that he may receive telemarketing calls as a result of submitting his phone number and up to how many calls he may receive prior to submitting his contact information and any other Personal data to Lead Seller.
2. Examples of clear and convincing evidence include: screenshots or any Internet generated record which demonstrates that the 2 materials disclosures were made.
3. Lead Seller warrants that Grit Marketing or any of its affiliates and contractors will have no loss or damage in respect to any kind of legal non-compliance.
4. Lead Seller is obliged to indemnify Grit Marketing for any judgements, penalties, fines, costs, damages, liability or other monetary or non-monetary claim, including litigation or arbitration costs, attorney fees and/or settlement costs, arising from legal non-compliance of previously listed laws and regulations by Lead Seller or any of Lead Seller’s affiliates, contractors and any other third parties, within seven (7) days upon receiving such request from Grit Marketing.
5. Lead Seller is obliged to pay Grit Marketing for liquidated damages in the amount of 50 USD per Lead, in case Lead Seller breaches the Agreement and/or Terms and Conditions in one of following manners:
a. Lead Seller is late to submit Lead to Grit Marketing by more than 24 hours;
b. Lead Seller submits Lead to Grit Marketing from a different source than specified by Grit Marketing;
c. Lead Seller sells the same Lead to other buyer as well as Grit Marketing (non-exclusive Lead);
e. Limitation of liability
Unless otherwise agreed in writing between Grit Marketing and Lead Seller, Lead Seller renunciates the right to claims listed in this paragraph, in the sense that Grit Marketing’s liability to Lead Seller, its affiliates and/or any third party claiming under Lead Seller for claims or losses of any kind (including without limitation to cybersecurity claims), for any indirect, incidental, consequential, special, exemplary or punitive damages as well as antecedent breach regardless of the theory of liability, or for any lost revenue, profit, business, data, privacy, security, use or economic advantage, arising out of or related to this Terms and Conditions and the Agreement, is excluded. For purposes of this Terms and Conditions, a “cybersecurity claim” means a claim sounding in, or arising from, an actual or purported loss or other event relating to data breach following employee theft, data breach following loss of a thumb drive or other physical data storage, cyber business interruption, denial of service attacks, or data breach following hacking, including any related claims or loss related to extortion, data recovery or restoration.
f. Termination of the Agreement
1. Grit Marketing reserves the right to terminate the Agreement, with or without cause, by providing Lead Seller with One Business (1) day advance written notice via e-mail, in accordance with notice delivery rule within this Terms and Conditions. Lead Seller may terminate the Agreement, with or without cause, by providing Grit Marketing with five business (5) days advance written notice via e-mail, in accordance with notice delivery rule within this Terms and Conditions.
2. Parties may terminate the Agreement with cause, specified in this Terms and Conditions, in accordance with the conditions set forth in the applicable provision of the Terms and Conditions, without advance period in the termination notice. Moreover, the aggrieved Party may claim damages, indemnity or liquidated damages arising from the other Party’s breach of the Agreement, regardless of the termination of the Agreement. Party’s liability for damages is based on an objective non-compliance with the Agreement and/or Terms and Conditions, and fault for the non-compliance of breaching Party is not required.
1. Neither party shall be liable in any way for its failure to perform hereunder, other than its failure to pay any funds due and owing hereunder, if such failure is occasioned by any of the following: war; fire; flood; interruption of transportation; embargo; accident; explosion; governmental orders, regulations, restrictions, priorities or rationing; strike, lockout or other labor problems; or any cause beyond the reasonable control of the non-performing party provided, however, that the non-performing party shall make a good faith effort to perform.
2. The Agreement and Terms and Conditions, set forth the entire agreement and understanding between the Parties as to the subject matter of the Agreement, and supersedes any prior oral or written agreement between the Parties on this subject, and neither of the Parties shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Terms and Conditions, other than as expressly provided for herein, or as duly set forth subsequent to the date hereof in writing and signed by duly authorized representatives of the Party to be bound thereby. No amendment or modification to the Agreement shall be effective unless it is in writing and signed by both Parties.
3. The failure of either Party in any one or more instances to insist upon strict performance of any term herein shall not operate as a waiver of any right hereunder. If any part of the Agreement or Terms and Conditions, or the application thereof under certain circumstances, is held invalid, unenforceable or void, the remainder of the Agreement or Terms and Conditions, or the application of such part under other circumstances, shall not be affected thereby.
4. Neither party may assign its rights nor may they assign its duties hereunder, without the prior, express written consent of the other Party, which consent shall not be unreasonably withheld. Subject to the foregoing, the provisions of the Agreement and Terms and Conditions shall bind and inure to the Parties’ successors and assigns.
5. Parties shall promptly, within maximum seven (7) days, notify each other of significant changes in its structure or licensing status. Significant changes include without limitation instances where a Party: (i) changes its name, location, address, corporate structure or ownership; (ii) becomes insolvent; (iii) takes any steps to cease operations; (iv) surrenders or otherwise relinquishes any applicable state license, certification or registration; (v) has any license or registration suspended, revoked or denied; (vi) is under federal, state, or local investigation for possible violation of any law, regulation, or licensing or regulatory scheme; or (vii) is named in any order, judgment, or decree of any court or any governmental agency or administrator, temporarily or permanently, enjoining a Party and/or any of its agents, principals, owners, or employees from engaging in or continuing any conduct or practice.
6. All notices, consents, waivers and other communications required or permitted by the Agreement and Terms and Conditions shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); or (b) sent by e-mail, with confirmation of transmission by the transmitting equipment, and, if there is no explicit or implicit evidence that other Party received the e-mail within 72 hours, subsequent delivery of a copy of any such notice or other communication shall be sent by certified mail, return receipt requested; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested. If the addressee changed its address for receving mail without giving proper notice to other Party, in accordance with the article 7.5, the delivery of such notice shall be deemed compliant with current article, if sender addressed its notice in accordance with last known address of the addressee. Parties’ address at the time of signing of the Agreement is listed within the text of their Agreement.
7. Communication between the Parties as well as any requests for performance of specific task, other requests, orders, statements, notices, claims and agreements regulating more precisely provisions of this Terms and Conditions between the Parties shall be set forth, agreed and performed in accordance with this Terms and Conditions. In the event of conflict between the Terms and Conditions and any of the issues mentioned in this paragraph, the Terms and Conditions will prevail.
8. Except as otherwise agreed by the Parties in writing, each Party will be responsible for its own expenses incurred in connection with exercising its rights and fulfilling its obligations under the Agreement.
9. The Parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employer-employee relationship is intended or created by or between the Parties hereto by the Agreement. Neither Party shall advertise, market or otherwise disclose to any third party any information related to the making or existence of the Agreement and/or Terms and Conditions.
10. Without prejudice to any other right or remedy that may be available to Grit Marketing, Grit Marketing reserves the right to set off at any time any amount then due and owing to it by Lead Seller against any amount payable by Grit Marketing to Lead Seller under the Agreement and/or Terms and Conditions or otherwise.
11. The Agreement shall become effective on the date of its signing and shall remain in force indefinitely, unless otherwise terminated as provided within the Agreement.
h. Dispute resolution, applicable law and final provisions
1. All disputes arising out of or in connection with the Agreement and/or Terms and Conditions shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Arbitration shall be held in the ICC headquarters in Paris, France. Language of the arbitration proceedings shall be English.
2. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to the Agreement, Terms and Conditions or the transactions contemplated hereby (whether based on contract, tort or any other theory).
3. Nothing herein shall prohibit either Party hereto from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage or to preserve the status quo, or from bringing and pursuing legal action to specifically enforce the provisions of the Agreement and/or Terms and Conditions.
4. The Agreement and Terms and Conditions shall be governed by, and construed in accordance with, as well as any dispute regarding the Agreement and/or Terms and Conditions shall be decided by, the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by the Principles, by the laws of the State of Wyoming and the federal laws and regulations of the USA, without regard to its conflicts of laws provisions.
5. In addition to all other legal remedies and damages afforded under this Terms and Conditions, the Principles and in law, in the event any dispute between the Parties results in arbitration, the prevailing party in any such action shall be entitled to recover from the other, its reasonable attorneys’ fees and costs, including but not limiting to expert witness fees (costs follow the event rule).
6. Each individual executing the Agreement and this Terms and Conditions on behalf of the Parties hereby represents that he or she is duly authorized to execute and deliver this Terms and Conditions on behalf of such entity, and that the Agremeent and this Terms and Conditions are binding upon such entity in accordance with its terms.
7. No provision of the Agreement and/or Terms and Conditions shall be construed in favor of or against any of the Parties hereto by reason of the extent to which any such Party or its counsel participated in the drafting of the Agreement and/or Terms and Conditions.
8. Notwithstanding anything else herein to the contrary, the articles 3 through 8 of the Terms and Conditions will survive any termination of the Agreement and continue in full force and effect thereafter.
9. This Terms and Conditions is reviewed and approved by the independent counsels of both Parties, which explained the meaning and purpose of each provision of the Agreement and Terms and Conditions, thereby making sure that there are no unclear points within the content of the Agreement and Terms and Conditions.
10. The Agreement and Terms and Conditions may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures on the Agreement and on this Terms and Conditions may be communicated by facsimile transmission or e-signature within the Adobe sign or Docusign and shall be binding upon the Parties transmitting the same by facsimile transmission or within the exchange of e-mail containing Adobe e-signature or Docusign of the Parties.