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LEADCLOUD, LLC 
LeadCloud MARKETPLACE Terms & Conditions 
EXPLANTORY STATEMENTS 
A. LeadCloud developed a proprietary cloud-based integration platform (the "LeadCloud Platform") that allows lead buyers and lead sellers to easily and quickly connect without the time, effort, expense and hassle of building individual data connections. 
B. The LeadCloud Platform, while conveniently allowing for the hassle-free exchange of leads between lead seller and lead buyer, still requires lead buyers and lead sellers to directly negotiate the pricing, terms and other conditions for purchased leads.   
C. LeadCloud has further developed the LeadCloud MarketPlace to allow for the immediate on-line purchase of data leads, calls and/or clicks from participating MarketPlace sellers without the need to negotiate pricing, terms and other conditions directly between each lead buyer and lead seller. 
D. The terms and conditions set forth herein shall apply to any use or access of the LeadCloud MarketPlace. 
I. Use or Access of LeadCloud MarketPlace. Any use or access of the LeadCloud MarketPlace constitutes your consent to all the terms and conditions set forth herein.  If any of the terms and condition set forth herein are unacceptable, you may not use or access the LeadCloud MarketPlace.  User acknowledges that (i) LeadCloud may modify any and all of the terms and conditions set forth herein by publishing the revised/updated LeadCloud MarketPlace Terms & Conditions to the LeadCloud website and (ii) the updated terms and conditions shall immediately apply to your subsequent use or access of the LeadCloud MarketPlace.  LeadCloud may suspend and/or terminate your right to use or access MarketPlace at any time, without prior notice, for any reason or no reason at all. 
II. LeadCloud MarketPlace Statement of Privacy. Your use or access of MarketPlace is subject to the LeadCloud MarketPlace Statement of Privacy [provide clickable link to Statement of Privacy here] in effect at the time of each use or access of MarketPlace.  LeadCloud promises, however, never to change the terms of its Statement of Privacy in such a manner as to allow for use of any of your data such that any third party (other than a MarketPlace seller to you of data leads, calls and/or clicks which you specify) can identify you from such data. 

III. Individual MarketPlace Leads Purchase Orders. From time to time, you may make on-line purchases of data leads, calls and/or clicks from participating MarketPlace sellers through MarketPlace. You shall initiate each on-line purchase order by defining specific requirements allowed by Marketplace of the data leads, calls and/or clicks you are interested in acquiring. Prior to the purchase order being activated, you will need to provide a valid credit card to pay for the qualifying data leads, calls and/or clicks responsive to the requirements of your purchase order provided by participating MarketPlace sellers.  In the event your credit card used to purchase data leads, calls and/or clicks via MarketPlace does not pay LeadCloud in full for your purchases, you agree to promptly pay LeadCloud for the dishonored purchases and the cost of Lead Cloud’s reasonable attorney’s fees to collect such unpaid amounts if not paid in full within thirty (30) days after receipt of an invoice.  You understand and acknowledge that LeadCloud cannot be responsible for the quality, qualifications, effectiveness or value of the data leads, calls and/or clicks you acquire through MarketPlace from MarketPlace sellers. 
IV. Exclusive Remedy for Defective and/or Disappointment in MarketPlace Purchases. 
Your sole remedy if the on-line data leads, calls and/or clicks your purchase through MarketPlace do not meet your requirements or expectations as to quality, qualifications, effectiveness and/or value shall be (i) cease to place future orders with such MarketPlace seller and/or (ii) discontinue use or access MarketPlace.  No credit shall be issued by LeadCloud for any such defective or disappointed MarketPlace purchases of on-line data leads, calls and/or clicks.  Any financial adjustment or accommodation to address perceived or actual deficiencies in quality, qualifications, effectiveness and/or value of purchased data leads, call and/or clicks via MarketPlace shall be handled directly between you and the MarketPlace seller thereof with no involvement by or responsibility of LeadCloud. 
V. Warranty Disclaimer. To the greatest extent permitted by applicable law, LeadCloud hereby disclaims all warranties orrepresentations, express or implied, including without limitation any implied warranty of merchantability, title, non-infringement or fitness for a particular purpose, and any implied warranties arising out of a course of performance, dealing, or trade usage, as to any and all on-line purchased data leads, calls and/or clicks through MarketPlace from MarketPlace sellers.  Without limiting the foregoing, LeadCloud makes no warranties or representations and LeadCloud shall have no liability of anykind with respect to the purchase on-line data leads, calls and/or clicks through MarketPlace if any virus or other harmful components or data is contained in the purchased data leads, calls and/or clicksthrough MarketPlace from MarketPlace sellers. 

VI. Limitations on Damages. To the greatest extent permissible under applicable law, LeadCloud will not be liable to you for any direct, indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or related to the use or inability to use MarketPlace or any feature thereof (including, but not limited to, loss of anticipated profits or revenue, cover, failure of the internet or loss from any business disruptions) even if LeadCloud is advised of the possibility or likelihood of such damages or is negligent. In jurisdictions that prohibit the exclusion or limitation of liability, liability hereunder is limited to FIFTY DOLLARS ($50.00).  If you believe LeadCloud should have greater responsibility or exposure for your on-line purchase of data leads, calls and/or clicks through MarketPlace from third-party MarketPlace sellers, you should NOT use or access MarketPlace. 
VII. Governing Law and Jurisdiction. Use or access of MarketPlace and these terms and conditions are governed by the laws of the State of Maryland without giving effect to any principles of conflict of laws.  Any claim brought by either you or LeadCloud arising out of your use or access of MarketPlace or failure to pay for any on-line data leads, calls and/or clicks purchased through MarketPlace from third-party MarketPlace sellers shall be brought exclusively in the United States District Court for the District of Maryland—Northern Division, located in Baltimore City, Maryland, or if federal jurisdiction is not available, in the appropriate court of the State of Maryland that is located in Howard County.  Your use or access of MarketPlace constitutes your agreement to submit to jurisdiction of the appropriate state or federal court located in the State of Maryland.  If you do not agree to submit to the jurisdiction of state or federal counts located in the State of Maryland, you should not use or access MarketPlace. 
VIII. Waiver of Jury Trial. LeadCloud hereby waives, and your use or access of MarketPlace constitutes your waiver of, the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract or otherwise, in which LeadCloud and you are parties as to any claim arising out of or in connection with your use or access of MarketPlace and/or these terms and conditions.  
IX. Severability. If any provision of these terms and conditions is determined to be invalid, illegal or unenforceable,the remaining provisions thereof shall not in any way be affected and shall remain in full force and effect.