DATALOT LEAD SALES AND CALL TRANSFER AGREEMENT

This Datalot Lead Sales and Call Transfer Agreement (“Master Agreement”), entered into by and between Datalot, Inc. a Delaware State corporation, with its principal place of business located at 228 Park Avenue South #21505, New York, NY 10003 (“Datalot”), and you­­­­­­ (“Purchaser”), sets forth the parties’ respective rights and obligations concerning the sale of certain Leads and Call Transfers (as those terms are defined below) by Datalot to Purchaser. This Master Agreement shall incorporate the pricing and other applicable campaign terms which Purchaser agreed to via the website registration interface designated by Datalot (collectively, the “Campaign Terms” and together with this Master Agreement, the “Agreement”). Where there is a conflict between this Master Agreement and the Campaign Terms, the Campaign Terms shall govern in all respects.

1. Lead Generation Services. Where set forth in the applicable Campaign Terms, Datalot shall generate and collect self-reported data records (each individual data record a “Lead”) as provided by prospective customers (each, a “Consumer”) to Datalot and its third party marketing partners. Datalot shall transfer Leads that match Purchaser’s criteria to Purchaser.

2. Call Transfer Services. Where set forth in the applicable Campaign Terms, Datalot, and its third party marketing partners, shall generate requests (“Phone Call Requests”) from Consumers to receive telephone calls from Purchaser in connection with Purchaser’s home contractor product and/or service offerings (each such request, a “Call Transfers” and together with the Leads, the “Deliverables”). Where a Consumer submits a Phone Call Request to Datalot, and is otherwise considered a Valid Call Transfer by Datalot (as defined below), Datalot shall provide such Call Transfers to Purchaser promptly in the form of a telephone call via Datalot’s designated proprietary technological platform (the “Datalot Platform”).

3. Payment. Upon acceptance of the Agreement, Purchaser will pre-pay Datalot by credit card (“Purchaser Credit Card”) the amount set forth in the applicable Campaign Terms (“Prepaid Allotment”) for the requested number of Valid Leads and Valid Call Transfers, respectively (collectively, “Valid Deliverables”). At any time following the deposit of the applicable Prepaid Allotment, Purchaser can request a withdrawal of Eligible Funds from Purchaser’s account. For purposes of the Agreement, “Eligible Funds” shall mean the Prepaid Allotment and other amounts actually deposited by Purchaser into Purchaser’s account, less any amounts owed to Datalot as payment for Valid Deliverables. In order to request a withdrawal, Purchaser must contact Purchaser’s account representative, as set forth on the Datalot’s platform interface. Where Purchaser has not made a purchase of Valid Deliverables using the Prepaid Allotment for a period of twelve (12) consecutive months, Datalot shall return the remainder of the Eligible Funds to Purchaser via a credit to the Purchaser Credit Card account, provided that the Purchaser Credit Card account remains valid, active and capable of receiving such a credit. ALL DETERMINATIONS WITH RESPECT TO ELIGIBLE FUNDS WILL BE MADE IN DATALOT’S SOLE AND ABSOLUTE DISCRETION, AND WILL BE FINAL AND BINDING IN ALL RESPECTS.

4. Valid Deliverables. A “Valid Lead” means an individual person that: (a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method designed to appear like an individual, real live person; and (b) has submitted information that meets all of Purchaser’s criteria as set forth in the Campaign Terms. A “Valid Call Transfer” means an individual person that: (i) is not a fraudulently concocted Consumer; and (ii) has submitted a valid Phone Call Request that meets all of Purchaser’s criteria as set forth in the Campaign Terms. Where Purchaser suspects that a Deliverable submitted by Datalot is not a Valid Deliverable, Purchaser must notify Datalot thereof within seven (7) business days of receiving such Deliverable from Datalot. If Datalot receives such notice from Purchaser within such time period, the parties shall investigate the subject Deliverable and seek to resolve the matter in good faith within ten (10) business days of Datalot’s receipt of notice thereof. If the parties acting together in good faith determine that such Deliverable was a Valid Deliverable, then no further action shall be taken. If the investigation reveals that the Deliverable was not a Valid Deliverable, Datalot shall credit Purchaser’s account for the amount of the subject Deliverable. Where the parties cannot agree, Datalot’s good faith determination shall control in all respects. Any and all Deliverables that are not both accepted and paid for by Purchaser (“Unaccepted Deliverable”), shall be deemed the Confidential Information (as defined below) of Datalot, subject to any and all restrictions set forth herein.

5. Ownership. Unless otherwise designated in the Campaign Terms, upon Purchaser’s acceptance of a Deliverable (and payment to Datalot therefor in accordance with the payment terms set forth herein), Datalot shall grant to Purchaser joint ownership of the data associated with such Deliverable.

6. Unaccepted Deliverables. Where Purchaser does not accept Deliverables, where Purchaser attempts to charge back payment for Deliverables and/or where such Deliverables are later determined not to be Valid Deliverables, Purchaser shall have no rights in and to such Deliverables, and the subject Deliverables shall revert to Unaccepted Deliverables. All rights not included in this license are expressly reserved by Datalot. Without limiting the generality of the confidentiality obligations set forth herein, Purchaser agrees that it: (a) will not transfer, export, display, forward or otherwise share information contained in the Unaccepted Deliverables to/with any third party; (b) will not use the information contained in the Unaccepted Deliverables on its own behalf in any manner not expressly authorized by Datalot; (c) will not use the information contained in the Unaccepted Deliverables to create any interactive on-line, CD-ROM or other derivative product; (d) will not publicly display the information contained in the Unaccepted Deliverables on the Internet; and (e) will notify Datalot as soon as it learns of any actual or suspected unauthorized use of or access to the information contained in the Unaccepted Deliverables and provide reasonable assistance to Datalot in the investigation and prosecution of any such unauthorized use or disclosure.

7. Confidential Information. As used herein, “Confidential Information” shall mean: (a) either party’s proprietary information; (b) information marked or designated by either party as confidential; (c) information otherwise disclosed by either party in a manner consistent with its confidential nature; (d) the terms and conditions of the Agreement, including pricing information; (e) as to Datalot, the Unaccepted Deliverables, any and all information contained in the Unaccepted Deliverables and all aspects of, and processes associated with, the Datalot Platform; and (f) both party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to the Agreement, one party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Nothing contained in the Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under the Agreement. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (i) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (ii) became publicly known through no wrongful act of the Receiving Party; (iii) was rightfully and lawfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (iv) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law, provided however that the Disclosing Party takes all reasonable and legal steps to minimize the scope and impact of such disclosures. This Section 7 shall survive any termination of the Agreement until the subject Confidential Information is no longer protectable under New York State law.

8. Warranties. Purchaser represents and warrants to Datalot that: (a) Purchaser has full power and authority to enter into the Agreement; (b) the use of Deliverables provided by Datalot to Purchaser will not violate any law, statute or other governmental regulation; (c) Purchaser shall only offer home contractor product and/or service offerings to the Deliverables (“Purchaser Services”); and (d) Purchaser’s marketing attempts, as well as the Purchaser Services, will at all times fully comply with all applicable laws, rules and/or regulations including, but not limited to, the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, the Amended Telemarketing Sale Rule (“ATSR”), 16 CFR 310 et seq., and those governing the NDNCR, any and all state and federal laws regarding telemarketing and deceptive trade practices and all rules and regulations promulgated under any of the foregoing (collectively, “Laws”). Datalot represents and warrants to Purchaser that: (i) Datalot has full power and authority to enter into the Agreement; (ii) the execution, delivery and performance by Datalot of the Agreement will not violate any law, statute or other governmental regulation; and (iii) that Datalot’s Deliverable generation activities will at all times fully comply with all applicable Laws.

9. Audit. Purchaser agrees that Datalot, or any designee of Datalot that is legally bound to obligations of confidentiality and non-disclosure, shall have the right during the term of this Master Agreement, and for three (3) months thereafter, to reasonably examine, inspect, audit and review Purchaser’s books, records and any source documents used in the preparation thereof, as same relate to unauthorized use of the Unaccepted Deliverables generated hereunder. Such audit shall be conducted during normal business hours and upon written notice to Purchaser at least seven (7) business days prior to its commencement. Such audit shall be at Datalot’s sole cost and expense and shall be strictly limited to those books and records that specifically relate to unauthorized use of the Unaccepted Deliverables. Where Purchaser has used Unaccepted Deliverables, Purchaser shall immediately remit payment for such Unaccepted Deliverables, plus applicable interest, in accordance with the payment terms set forth herein, and the audit shall be at the sole cost and expense of Purchaser.

10. Indemnification. Purchaser agrees to indemnify, defend and hold harmless Datalot, its parents and subsidiaries, and each of their respective members, owners, officers, directors, employees and authorized agents, from and against any and all liability, claim, loss, damage, demand and/or expense (including reasonable attorneys’ fees) asserted by any third party due to, arising from, or in connection with: (a) any breach by Purchaser of the Agreement including, without limitation, any provision, representation or warranty contained herein; (b) any claim related to the Purchaser Services; and (c) any claim related to Purchaser’s use of the Deliverables. Datalot agrees to indemnify, defend and hold harmless Purchaser, its parents and subsidiaries, and each of their respective members, owners, officers, directors, employees and authorized agents, from and against any and all liability, claim, loss, damage, demand and/or expense (including reasonable attorneys’ fees) asserted by any third party due to, arising from, or in connection with any breach by Datalot of the Agreement including, without limitation, any provision, representation or warranty contained herein.

11. Term/Termination. The initial term (“Initial Term”) of the Agreement shall be one (1) year and shall commence on the date indicated above. Thereafter, the Agreement shall automatically renew on an annual basis for one (1) year terms unless otherwise terminated pursuant to the provisions set forth hereinbelow (the initial term and such subsequent renewals, collectively the “Term”). Upon delivery of the requested Valid Leads and Valid Call Transfers as set forth in the applicable Campaign Terms, either party may terminate the Agreement upon seventy-two (72) hours’ prior written notice to the other party.

12. Warranty/Limitation of Liability. THE SERVICES AND DELIVERABLES PROVIDED BY DATALOT UNDER THE AGREEMENT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT OF THE LAW, DATALOT MAKES NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DATALOT DOES NOT WARRANT OR GUARANTY DELIVERABLES AND/OR RESPONSE RATES. THE SERVICES AND/OR DELIVERABLES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. DATALOT HAS NO LIABILITY, WHATSOEVER, TO PURCHASER OR ANY THIRD-PARTY, FOR ANY OTHER PARTY’S SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES AND DATALOT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, ASSOCIATED WITH SAME. DATALOT HAS NO LIABILITY FOR PURCHASER’S USE OF, OR INABILITY TO USE, THE DELIVERABLES AND DATALOT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, THAT PURCHASER’S USE OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL DATALOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF DATALOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, DATALOT’S LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNTS PAID TO DATALOT BY PURCHASER PURSUANT TO THE AGREEMENT. DATALOT SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF ITS SUB-LICENSEES.

13. Non-Circumvention. Purchaser recognizes that Datalot has proprietary relationships with the affiliates, advertisers and other third parties that purchase Deliverables from (“Clients”), and/or market Deliverables to (“Marketers” and together with the Clients, “Partners”), Datalot. Purchaser agrees not to circumvent Datalot’s relationship with such Partners, or otherwise offer, make available, provide, obtain, purchase, contract for or otherwise perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by Purchaser hereunder for any Partner that is known, or should reasonably be known, by Purchaser to have such a relationship with Datalot, during the term of this Master Agreement and for six (6) months following termination or expiration of this Master Agreement. Notwithstanding the foregoing, to the extent that Purchaser can show that any such Partners already obtained such services from, or provided such services to, Purchaser, prior to the Effective Date of this Master Agreement, then Purchaser shall not be prohibited from continuing such relationship. Purchaser agrees that monetary damages for its breach, or threatened breach, of this Section 13 will not be adequate and that Datalot shall be entitled to: (a) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (b) liquidated damages from Purchaser in the amount equal to one hundred percent (100%) of the fees paid by Purchaser to, or received by Purchaser from, the subject Partner for the prior twelve (12) month period; and/or (c) any and all other remedies available to Datalot at law or in equity.

14. Force Majeure. Neither party will be liable, or be considered to be in breach of the Agreement, on account of such party’s delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

15. Relationship of the Parties. The relationship of Datalot and Purchaser established by the Agreement is solely that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall make any representations, warranties or covenants, or assume or create any obligations, on the other party’s behalf. Each party shall be solely responsible for the actions of its respective employees, agents, affiliates and representatives.

16. Jurisdiction/Venue. The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without giving effect to its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts of New York County, New York, in connection with any action arising under the Agreement. The parties agree that service by a major overnight courier (such as FedEx or UPS) shall constitute valid and effective service of process in any action arising under the Agreement.

17. Waiver. No delay or failure by Datalot or Purchaser to exercise any right under the Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. A waiver of default shall not be a waiver of any other or subsequent default.

18. Entire Agreement. This Master Agreement, together with any applicable Campaign Terms, contains the entire agreement between the parties.

19. Severability. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

20. Assignment. Neither party shall, without the prior written consent of the other party, assign its rights or delegate its duties under the Agreement, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that either party may, in the event of a merger, acquisition, joint venture or sale of substantially all of such party’s assets or business (or any substantially similar transaction), assign the Agreement without the consent of the other party. The provisions of the Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

21. Electronic Signatures. Purchaser acknowledges and agrees that by clicking on the submit button, or taking such other action as may be designated by Datalot as a means of accepting the Agreement, Purchaser is submitting a legally binding electronic signature and is entering into a legally binding contract. Purchaser acknowledges that Purchaser’s electronic submission constitutes Purchaser’s agreement and intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, PURCHASER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY DATALOT. Further, Purchaser hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.