Terms of Service

IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THIS DATAFLIK MASTER AGREEMENT.  THIS MASTER AGREEMENT, AND ANY APPLICABLE ORDER FORMS AND STATEMENT(S) OF WORK (COLLECTIVELY, THIS “AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN THE PERSON OR ENTITY (“CUSTOMER”, “YOU” OR “YOUR”) ON WHOSE BEHALF YOU ARE CREATING AN ACCOUNT (“ACCOUNT”) IN ORDER TO ACCESS THE FEATURES, PRODUCTS, SERVICES, AND DATA PROVIDED BY US OR MADE AVAILABLE ON THE DATAFLIK LLC WEBSITE, AND DATAFLIK LLC, AN OHIO LIMITED LIABILITY COMPANY (“DATAFLIK,” “WE,” “US” OR “OUR”).  BY CREATING AN ACCOUNT, SIGNING THIS AGREEMENT, DCLICKING THE “ACCEPT” BUTTON AFTER BEING PRESENTED WITH THIS AGREEMENT OR USING DATAFLIK’S PROPRIETARY DATA, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS.  THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE, AND THE USE BY OTHERS AUTHORIZED BY YOU, OF ANY VERSION OF THE DATA, PRODUCTS, SERVICES, AND ANY INFORMATION AND/OR DATA OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY TEXT, VIDEO, AUDIO, OR IMAGES PROVIDED BY DATAFLIK OR RECEIVED FROM OR ON ANY WEBSITE OWNED OR CONTROLLED BY DATAFLIK.  DATAFLIK AND CUSTOMER MAY BE REFERRED TO HEREIN COLLECTIVELY AS THE “PARTIES” OR INDIVIDUALLY AS A “PARTY.”

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE DATA, DATAFLIK PRODUCTS AND/OR SERVICES AND YOU MUST PROMPTLY CEASE USING THE DATA, PRODUCTS AND/OR SERVICES.  FAILURE TO ABIDE BY THE TERMS OF THIS AGREEMENT MAY RESULT IN TERMINATION OF YOUR ACCESS TO THE DATA, PRODUCTS, SERVICES, AND/OR ANY PART THEREOF.

You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

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DATAFLIK MASTER AGREEMENT

This Dataflik Master Agreement (“Agreement”) is entered into by virtue of your acceptance of this master agreement on the date you click the checkbox consent as part of the order process  (the “Effective Date”). It is a legal contract between Dataflik LLC, an Ohio limited liability company (“Dataflik”), and (“Customer”). This Agreement, together with the Dataflik Order Form and applicable Statement(s) of Work (“SOW”), sets forth the terms under which Datafilk will offer products to and/or perform services for Customer as described herein.

RECITALS

WHEREAS, Dataflik provides a variety of products and services; and 

WHEREAS, Customer desires to engage Dataflik to provide certain products and/or services pursuant to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Products and Services. Dataflik agrees to provide to Customer and Customer agrees to purchase those products and/or services as designated in the Dataflik Checkout page. Dataflik products and/or services include (i) a license to access and use certain data as further described on SOW I, (ii) Digital Marketing Campaign Management services as further described on SOW II, (iii) Search Engine Optimization services as further described on SOW III, (iv) Pay-Per-Click Management services as further described on SOW IV, (v) Television Scheduling Services as further described on SOW V, and any other services offered by Dataflik from time to time. Customer may order one or more Dataflik products and/or services. Customer’s completion of the Checkout page including payment on such page constitutes a binding commitment to purchase the products and/or services described on such Order Form, under the terms and conditions of this Agreement and applicable SOW.
2. Use Restrictions.
   
   a) Customer shall only use the products and/or services for its internal business purposes (the “Permitted Use”) and shall not disclose, release, distribute, or deliver the products and/or services, or any portion thereof, to any third party without Dataflik’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Dataflik.
   
   b) DataFlik reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the products and/or services.
3. Fees and Payment.
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   ‍a) Fees. In consideration for the products and/or services, Customer shall pay Dataflik the fees as specified on the Order Form (“Fees”) without offset or deduction.
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   b) Payment. The first monthly or annual payment of the Fees shall become due as of the Effective Date. Each subsequent payment of the Fees shall automatically be charged to the credit card on file, the bank account made available for ACH payments, or such other method of payment approved by Dataflik in advance.
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   c) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on DataFlik’s income.
   
   d) Late Payments. In the event DataFlik is unable to automatically charge the Fees in accordance with Section 3(b) for any reason, all such Fees shall bear interest at the lesser of the rate of 5% per month or the highest rate permissible under applicable law. Interest shall start to accrue on the date such Fee is due. Customer shall reimburse DataFlik for all costs incurred in collecting any overdue Fees and related interest, including, without limitation, attorneys’ fees, legal costs, court costs, and collection agency fees.
   
   e) Accelerated Payment Clause. In the event of an invoice remaining unpaid more than 60 days after the original invoice date, the entire remaining uncollected balance on the contract shall become immediately due and payable to DataFlik. Customer shall reimburse DataFlik for all costs incurred in collecting any overdue Fees and related interest, including, without limitation, attorneys’ fees, legal costs, court costs, and collection agency fees.
4. Confidential Information and Data Security.
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   a) Confidential Information. From time to time during the Term, Dataflik may disclose or make available to Customer information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, for purposes of this Agreement, the Data (as defined in SOW I) will be deemed Confidential Information of Dataflik. Confidential Information does not include information that, at the time of disclosure is: (i) known to Customer at the time of disclosure; (ii) rightfully obtained by Customer on a non-confidential basis from a third party; or (ii) independently developed by Customer without reference to the Confidential Information. The Customer shall not disclose Dataflik’s Confidential Information to any person or entity, except to the Customer’s employees who have a need to know the Confidential Information for the Customer to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, Customer may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Customer shall first have given written notice to the Dataflik and made a reasonable effort to obtain a protective order; or (y) to establish Customer’s rights under this Agreement, including to make required court filings. Upon expiration or termination of this Agreement, Customer shall promptly return to Dataflik all copies, whether in written, electronic, or other form or media, of Dataflik’s Confidential Information, or destroy all such copies and certify in writing to Dataflik that such Confidential Information has been destroyed. Customer’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
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   b) Data Security. Customer shall use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of Dataflik’s Confidential Information and to protect the Confidential Information from unauthorized access, disclosure, duplication, use, modification, or loss, including without limitation, the requirements set forth in Exhibit A, attached here to and incorporated herein.
5. Intellectual Property Ownership. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to the Data, all documents, work product and other materials that are delivered to Customer under this Agreement prepared by or on behalf of Dataflik in the course of performance hereunder, including any items identified as such in the SOW (collectively, the “Deliverables”) shall be owned by Dataflik.  Dataflik hereby grants Customer a limited, non-exclusive (unless otherwise agreed to by the parties), non-transferable, non-sublicensable license to use the Deliverables for Permitted Use during the Term.  Customer acknowledges that, as between Customer and Dataflik, Dataflik owns all right, title, and interest, including all Intellectual Property Rights, in and to the Deliverables.  Customer further acknowledges that: (a) the Data is an original compilation protected by United States copyright laws; (b) Dataflik has dedicated substantial resources to collect, manage, and compile the Data; and (c) the Data constitutes trade secrets of Dataflik.  Dataflik may terminate this Agreement without advance notice to Customer or an opportunity for Customer to cure and without further obligation or liability if Customer contests any of Dataflik’s right, title, or interest in or to the Deliverables, including without limitation, in a judicial proceeding anywhere throughout the world.
6. Disclaimer of Warranties. THE DATA, DELIVERABLES, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND DATAFLIK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DATAFLIK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DATAFLIK MAKES NO WARRANTY OF ANY KIND REGARDING THE ACCURACY, TIMELINESS, COMPLETENESS, OR CURRENTNESS OF THE DATA OR DELIVERABLES OR THAT THE DATA, DELIVERABLES, ANY PRODUCTS, SERVICES OR RESULTS OF ITS USE, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, FREE OF HARMFUL CODE, OR ERROR FREE.
7. Indemnification.
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   a) Dataflik Indemnification.
   (i) Dataflik shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Customer’s Permitted Use of the Data infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Dataflik in writing of the claim, cooperates with Dataflik, and allows Dataflik sole authority to control the defense and settlement of such claim.
   (ii) If such a claim is made or appears possible, Customer agrees to permit Dataflik, at Dataflik’s sole discretion, to (A) modify or replace any such infringing part or feature of the Data to make it non-infringing, or (B) obtain rights to continue use.  If Dataflik determines that none of these alternatives are reasonably available, Dataflik may terminate this Agreement, in its entirety or with respect to the affected part or feature of the Data, effective immediately on written notice to Customer.
   (iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from (A) use of the Data in combination with data, software, hardware, equipment, or technology not provided by Dataflik or authorized by Dataflik in writing; (B) Customer’s breach of this Agreement; (C) continued use of the Data by Customer after Dataflik has notified Customer in writing of the Third-Party Claim; (D) any infringement which is incidental to the Data and does not result primarily from the use of the Data; or (iv) any modification of the Data by anyone other than Dataflik.
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   b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Dataflik’s option, defend Dataflik from and against any Losses resulting from any Third-Party Claim based on Customer’s: (i) breach of this Agreement or violation of the terms of use of Dataflik’s website; (ii) negligence or willful misconduct; or (iii) use of the Data, Deliverables, products, or services in a manner not authorized by this Agreement, provided that Customer may not settle any Third-Party Claim against Dataflik unless such settlement completely and forever releases Dataflik from all liability with respect to such Third-Party Claim or unless Dataflik consents to such settlement, and further provided that Dataflik shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice, at Customer’s expense.
   
   c) Sole Remedy. THIS 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND DATAFLIK’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE DATA INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
8. Limitations of Liability. IN NO EVENT WILL DATAFLIK BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY AND ALL APPLICABLE SOW OR APPLICABLE ORDER FORM) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS, PRODUCTS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DATAFLIK WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DATAFLIK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, ANY SOW, OR ANY APPLICABLE DATAFLIK ORDER FORM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DATAFLIK UNDER THE AGREEMENT, APPLICABLE SOW, OR APPLICABLE DATAFLIK ORDER FORM WITHIN THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT WILL DATAFLIK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DATAFLIK UNDER THIS AGREEMENT WITHIN THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
9. Term and Termination.
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   a) Term. The term of this Agreement with respect to any product or services shall be as set forth on the applicable Order Form (the “Term”).
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   b) Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
   (i) Dataflik may terminate this Agreement or one or more services, provided pursuant to any SOW at any time by providing written notice of termination to Customer. Any such termination will be effective on the last day the period for which the Fees have been paid;
   (ii) Dataflik may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder; or (B) breaches any of its obligations under Section 3 or Section 5;
   (iii) Dataflik may terminate the services, provided under one or more SOW, effective on written notice to Customer, if Customer fails to pay any amount in connection with such SOW when due;
   (iv) either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or
   (v) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   (vi) In the event of a termination of the Agreement, any applicable pending Order Form or SOW hereunder shall simultaneously and automatically terminate unless the parties otherwise agree in writing.
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   c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, any rights or license granted to Customer hereunder will also terminate, and, without limiting Customer’s obligations under Section 5, Customer shall cease using and delete, destroy, or return all copies of the Deliverables (including the Data) and certify in writing to the Dataflik that the Deliverables have been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
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   d) Survival. Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration, including, without limitation, the rights and obligations set forth in this Section 10(d) and Section 3, Section 4, Section 5, Section 6, Section 8, Section 9, and Section 11.
10. Miscellaneous.
    a) Entire Agreement. This Agreement, together with any outstanding Order Forms or SOW and other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
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    b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the Order Form (or to such other address that may be designated by each Party from time to time in accordance with this Section). The Parties shall deliver Notices by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
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    c) Force Majeure. In no event shall Dataflik be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Dataflik’s control, including, without limitation, the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, pandemic, epidemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the Effective Date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; and (ix) other similar events beyond the control of Dataflik.
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    d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement, any SOW, or any Dataflik Order Form is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
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    e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
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    f) Governing Law; Submission to Jurisdiction. his Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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    g) Assignment. Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Dataflik. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation by Customer will relieve Customer of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
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    h) Export Regulation. The Data may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Data to, or make the Data accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Data available outside the US or to any end user who is prohibited from pariticpating in the US export transactions.
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    i) Security Interest. As collateral security for payment of the Fees and performance in full of all obligations of Customer under this Agreement, Customer shall grant to Dataflik a lien on and security interest in and to all of the right, title, and interest of Customer in any and all assets of Customer (“Collateral”), wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Customer agrees that at any time and from time to time, at the expense of Customer, Customer will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that Dataflik may request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable Dataflik to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral. Customer hereby authorizes Dataflik to file or record any document necessary to perfect, continue, amend, or terminate its security interest in the Collateral, including, but not limited to, any financing statements, including amendments, authorized to be filed under the UCC, without signature of Customer where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the Customer, or words of similar effect. Customer also hereby ratifies any previously filed documents or recordings regarding the Collateral, including but not limited to, any and all previously filed financing statements.
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    j) Contract Length. The length of the customer contract is determined by the product or products to be purchased via the DataFlik checkout link provided.
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    k) Equitable Relief.  Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 3 or Section 5 would cause Dataflik irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Dataflik will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

EXHIBIT A

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

SECURITY REQUIREMENTS: Customer will maintain an information security program that is designed to protect information processing system(s) and media containing Dataflik’s Confidential Information (including the Data) from internal and external security threats, and protect Dataflik’s Confidential Information from unauthorized disclosure. Customer will be responsible to implement this program for all Dataflik’s Confidential Information to which Customer or any of its employees, consultants, agents, representatives, contractors or subcontractors (“Personnel”) have or obtain access. Dataflik reserves the right to make changes to this Exhibit A and its security requirements without prior notification to Customer. The information provided in this Exhibit A provides minimum baseline information security requirements. Customer agrees to follow the requirements outlined below when accessing, transmitting, processing, storing or using (collectively, “accessing” or “access”) any Dataflik’s Confidential Information. Customer will strictly comply with the following:

1. Access and Passwords.
   ‍1.1. Access Control Measures.
   ‍ 1.2. Use of Passwords. Customer will:
   a) Require strong passwords consistent with industry best practices that: (i) cannot be easily determined (i.e. name or company name, repeating numbers and letters or consecutive numbers and letters);
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   b) Require active logins to credit information systems to be configured with an appropriate inactive session timeout.
2. Asset Protection. Customer will maintain commercially reasonable controls, based on Customer’s industry (or general best practices if nothing for the industry exists), in place to protect Customer’s assets. This should include handling standards for introduction, transfer, removal and disposal of all assets based on asset classification. Without limiting the foregoing, Customer will:
   a) Maintain an inventory of critical hardware and critical software assets that access, store or make use of Dataflik’s Confidential Information.
   
   b) Dataflik’s Confidential Information will require and exhibit a secure access system or be stored in a secure location.
3. Data and Information Protection.  Customer will maintain a documented set of rules and procedures that regulate the use, access and control of information, including without limitation its receipt, transmission, processing, storage, controls, distribution, retrieval, access and presentation.  Customer will maintain a formal user registration and de-registration procedure for granting and revoking access and access rights.
4. Vulnerability Monitoring; Software Development.
   ‍a) Keep operating system(s), firewalls, routers, servers, personal computers (laptops and desktops), mobile devices, and all other systems current with appropriate system patches and updates.
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   b) Configure infrastructure such as firewalls, routers, servers, tablets, smartphones, personal computers (laptops and desktops), and similar components to industry best security practices, including disabling unnecessary services or features, removing or changing default passwords, IDs, and sample files/programs, and enabling the most secure configuration features to avoid unnecessary risks.
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   c) Implement and follow current best security practices for computer virus detection scanning services and procedures:
   
   • Use, implement and maintain a current, commercially available anti-virus software on all systems, if applicable anti-virus technology exists. 
   • Ensure that all anti-virus software is current, actively running, and generating audit logs; ensure that anti-virus software is enabled for automatic updates and performs scans on a regular basis. 
   • If you suspect an actual or potential virus infecting a system, immediately cease accessing the system and do not resume the inquiry process until the virus has been eliminated.
5. Security Incidents.
   ‍a) Customer will have a documented plan and associated procedures in case of an information security incident. The plan must clearly articulate the responsibilities of Personnel and identify relevant notification parties.
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   b) Unless prohibited by law, Customer will notify Dataflik of any security breach involving the theft, loss, or unauthorized disclosure, acquisition, access to, or misuse of Dataflik’s Confidential Information in the possession or control of Customer, or a compromise of the confidentiality and/or integrity of any hardware, software, network, or telecommunications or information technology systems used by Customer or its Personnel to transmit, store, process, or otherwise handle Dataflik’s Confidential Information (“Security Breach”) as soon as Customer knows or reasonably suspects that such Security Breach exists or did exist, and in any event within twenty-four (24) hours of such knowledge or suspicion. In the event Customer is prohibited by law from providing such notice, it will nonetheless provide as much of the foregoing information as it is permitted to provide under law at the earliest practicable time it is permitted to do so under law.
6. Additional Security Terms.
   a) Customer acknowledges and agrees that Customer and each of its Personnel has an ongoing obligation to protect and ensure the confidentiality, privacy, security, and integrity of Dataflik’s Confidential Information, and the standards embodied in this Agreement are merely minimum standards of conduct in furtherance of the foregoing continuing obligation.
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   b) Dataflik may provide written notice to Customer of updates to Dataflik’s information security requirements (“Updated Security Requirements”). Customer will comply with the Updated Security Requirements following a mutually agreed upon and reasonable period of time; provided that if the parties cannot reasonably agree to a period of time for Customer’s compliance, or if Customer fails to provide Dataflik with a written certification of compliance within thirty (30) days after the agreed upon compliance date, then Dataflik may terminate this Agreement without any penalty or further obligation.

‍SOW I – DATA LICENSE SERVICES

This SOW I – Data Licensing Services - adopts and incorporates by reference the terms and condition of the Master Agreement between Dataflik and Customer.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Master Agreement, and Order Form.  Capitalized terms used but not defined in this SOW shall have the meaning set out in the Master Agreement. 

1. Description of the Products and/or Services. Dataflik agrees to license to Customer the Data (as defined below).
2. Licensing Terms
   a) Pricing. Dataflik retains the right to modify the pricing of the Data including, without limitation, modification of the tier structure establishing the Fees for the range of authorized users, at any time, although Dataflik will endeavor to provide Licensee prior notice of pricing changes.
   
   b) Exclusive License Grant. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this SOW, Master Agreement, and Order Form, Dataflik hereby grants Customer a limited, exclusive (solely as to third parties), non-sublicensable, and non-transferable license during the Term to use the Exclusive Data as specifically described on the applicable Order Form solely for Permitted Use. For the avoidance of doubt, nothing in this SOW shall in any way affect Dataflik’s right to use the Exclusive Data.
   
   c) Non-Exclusive License Grant. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this SOW, Master Agreement, and Order Form, Dataflik hereby grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license during the Term to use Dataflik’s proprietary non-exclusive database described below (the “Non-Exclusive Data,” and, together with the Exclusive Data, the “Data”) solely for the Permitted Use. For the avoidance of doubt, except as described in Section 2(a) of this SOW, nothing herein shall prohibit Dataflik from providing the Data or other products or services to any other third party.
   
   d) Use Restrictions. The total number of users of the Data will not exceed the limits set forth on the Order Form, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder. Customer shall only use the Data for Permitted Use and shall not disclose, release, distribute, or deliver the Data, or any portion thereof, to any third party without Dataflik’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Dataflik. Without limiting the foregoing and except as otherwise expressly set forth in this SOW, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Data; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Data or methods used to compile the Data, in whole or in part; (iv) remove any proprietary notices included within the Data; (v) publish, enhance, or display any compilation or directory based upon information derived from the Data; or (vi) use the Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law.
   
   e) Reservation of Rights. Dataflik reserves all rights to the Data not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this SOW, nothing in this SOW or the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Data.
   
   f) Delivery. Dataflik shall deliver the Data electronically, on tangible media, or by other means, in Dataflik’s sole discretion, to Customer, and shall update the Data from time to time, as determined appropriate by Dataflik in the exercise of its sole discretion.
   
   g) Removals. From time to time, Dataflik may, for any reason whatsoever, suppress or remove information pertaining to one or more particular persons or geographic areas from the Data if required by applicable law (“Removals”). As soon as commercially reasonable, but no later than ten (10) business days after Customer’s receipt of the notice of Removals from Dataflik, Customer shall remove or suppress such persons and geographic areas which are the subject of the Removals from any and all materials provided by Dataflik to Customer. Dataflik may effect a Removal of any Non-Exclusive Data at any time solely because a third party has purchased exclusive right to such Data, and this Section 2(g) shall apply to any such Removal.
   
   h) No Maintenance or Support. Nothing in this SOW shall obligate Dataflik to render any maintenance or support services that are not expressly required to be provided by Dataflik in this SOW, including but not limited to, training, data conversion, program modification and enhancement, etc.
   
   i) Non-Excluisve Data. Dataflik’s nationwide property data is multi-sourced from county recordings, MLS records, and private data sources, giving Customer access to the most comprehensive and accurate database available of over 180 million properties. The Non-Exclusive Data includes:
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   1. AI Propensity Scored Properties from 0-100
   2. Pre-foreclosure Filings and Public Auctions
   3. Foreclosed Properties & Real Estate Owned (REO)
   4. Vacant Properties -Absentee Properties
   5. Tax Liens
   6. Judgments
   7. HOA & Mechanic’s Liens
   8. High Equity -Free & Clear Properties
   9. Non-Owner Occupied Properties
   10. Bankruptcy Filings
   11. Inherited Properties
   12. Linked Properties
   13. Mortgage Information
   14. Tired Landlords

SOW II – DIGITAL MARKETING CAMPAIGN MANAGEMENT SERVICES

This SOW II – Digital Marketing Campaign Management Services - adopts and incorporates by reference the terms and condition of the Master Agreement between Dataflik and Customer.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Master Agreement, and Order Form.  Capitalized terms used but not defined in this SOW shall have the meaning set out in the Master Agreement. 

1. Description of the Products and/or Services.  Dataflik will provide Customer digital marketing campaign management services tailored to Customer’s needs as agreed upon in writing by Dataflik and Customer.  Specific services may include content creation, social media management, email marketing, analytics, and other digital marketing strategies. 
2. Service Terms
   a) Customer Obligations.  Customer agrees to cooperate with Dataflik in all matters relating to the services and promptly provide any information or access as Dataflik may request for purposes of performing the services.  If Dataflik’s performance under this SOW is prevented or delayed by any act or omission of Customer, Dataflik shall not be deemed in breach of its obligations under this SOW or otherwise liable for any Losses incurred by Customer.  Customer agrees to obtain all necessary licenses and consents in relation to the services and comply with all applicable law, including any data privacy law.
   
   b) Third-Party Service Providers.  Dataflik may from time to time in its discretion engage third parties to perform any or part of the services as subcontractors

SOW III – SEARCH ENGINE OPTIMIZATION SERVICES

This SOW III – Search Engine Optimization Services - adopts and incorporates by reference the terms and condition of the Master Agreement between Dataflik and Customer.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Master Agreement, and Order Form.  Capitalized terms used but not defined in this SOW shall have the meaning set out in the Master Agreement. 

1. Description of the Products and/or Services.  Dataflik will provide Customer website optimization services to increase the volume and quality of website visitors. 
2. Service Terms
   a) Customer Obligations.  Customer agrees to cooperate with Dataflik in all matters relating to the services and promptly provide any information or access as Dataflik may request for purposes of performing the services.  If Dataflik’s performance under this SOW is prevented or delayed by any act or omission of Customer, Dataflik shall not be deemed in breach of its obligations under this SOW or otherwise liable for any Losses incurred by Customer.  Customer agrees to obtain all necessary licenses and consents in relation to the services and comply with all applicable law, including any data privacy law.
   
   b) Third-Party Service Providers.  Dataflik may from time to time in its discretion engage third parties to perform any or part of the services as subcontractors.

SOW IV – PAY-PER-CLICK MANAGEMENT SERVICES

This SOW IV – Pay-Per-Click Management Services - adopts and incorporates by reference the terms and condition of the Master Agreement between Dataflik and Customer.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Master Agreement, and Order Form.  Capitalized terms used but not defined in this SOW shall have the meaning set out in the Master Agreement. 

1. Description of the Products and/or Services.  Dataflik will establish and manage a Google pay-per-clieck campaign, focusing on driving web traffic to Customer’s website.  This services may include keyword targeting, ad creation, bid management, and performance tracking.
2. Service Terms
   a) Customer Obligations. Customer agrees to cooperate with Dataflik in all matters relating to the services and promptly provide any information or access as Dataflik may request for purposes of performing the services. If Dataflik’s performance under this SOW is prevented or delayed by any act or omission of Customer, Dataflik shall not be deemed in breach of its obligations under this SOW or otherwise liable for any Losses incurred by Customer. Customer agrees to obtain all necessary licenses and consents in relation to the services and comply with all applicable law, including any data privacy law.
   
   b) Third-Party Service Providers. Dataflik may from time to time in its discretion engage third parties to perform any or part of the services as subcontractors.
   
   c) Google Terms.  Customer acknowledges and agrees that Dataflik uses certain Google, Inc. products or services in connection with its services under this SOW and that Customer’s use of the services is subject to applicable terms and conditions set forth by Google.

SOW V – TELEVISION SCHEDULING SERVICES

This SOW V – Television Scheudling Services - adopts and incorporates by reference the terms and condition of the Digital Marketing Services Agreement between DataFlik and Customer.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Digital Marketing Services Agreement, and Order Form.  Capitalized terms used but not defined in this SOW shall have the meaning set out in the Digital Marketing Services Agreement. 

1. Description of the Products and/or Services.  DataFlik will provide Customer television and programming scheduling services to assist the company with placement of advertisements through traditional television channels and stations.
2. Service Terms
   a) Customer Obligations.  Customer agrees to cooperate with DataFlik in all matters relating to the services and promptly provide any information or access as DataFlik may request for purposes of performing the services.  If DataFlik’s performance under this SOW is prevented or delayed by any act or omission of Customer, DataFlik shall not be deemed in breach of its obligations under this SOW or otherwise liable for any Losses incurred by Customer.  Customer agrees to obtain all necessary licenses and consents in relation to the services and comply with all applicable law, including any data privacy law.
   
   b) Third-Party Service Providers.  DataFlik may from time to time in its discretion engage third parties to perform any or part of the services as subcontractors.

SOW VI – PAY PER LEAD SERVICES

This SOW VI – Pay Per Lead Services - adopts and incorporates by reference the terms and condition of any additional Services Agreement between DataFlik and Customer.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the aforementioned Services Agreement, and any applicable Order Form.  Capitalized terms used but not defined in this SOW shall have the meaning set out in any signed Services Agreement.  

1. Products and Services. DataFlik agrees to provide to the Customer leads generated through the marketing and advertising efforts of DataFlik, Inc.
2. Definition of Lead. A seller lead in real estate investing refers to an individual or entity that has filled out a contact form, indicating they would like to be connected with a local buyer who may be interested in making a cash offer for their property. These leads may be potential opportunities for real estate investors to acquire properties, often at a discounted price, before they hit the general market. Seller leads can come from various sources, such as direct marketing efforts (e.g., mailers, cold calls, or online ads), referrals, or even through lead generation services. DataFlik warrants only that these leads are an individual or entity that has filled out a contact form indicating they would like to be connected with a local buyer who may be interested in making a cash offer for their property and nothing more.
3. Payment. Customer will utilize the DataFlik wallet system or a credit card on file to provide funds to purchase leads. The wallet balance will be reduced by the cost per lead as leads are generated and provided to the Customer. The wallet balance will be refilled based on the plan selected at checkout by Customer and using the payment method on file for the customer.
4. Liability Limitations. DataFlik is not liable for any losses resulting from the use of provided leads and is not liable for any additional expenses associated from the use of the leads provided.
5. Data Security: Customer and DataFlik agree that all client and lead data will be handled in compliance with all applicable privacy laws and consumer protection laws in the state and country applicable to the lead.
6. Customer Indemnification.  Customer shall indemnify, hold harmless, and, at DataFlik’s option, defend DataFlik from and against any Losses resulting from any Third-Party Claim based on Customer’s: (i) breach of this Agreement or violation of the terms of use of DataFlik’s website; (ii) negligence or willful misconduct; or (iii) use of the Data, Deliverables, products, or services in a manner not authorized by this Agreement, provided that Customer may not settle any Third-Party Claim against DataFlik unless such settlement completely and forever releases DataFlik from all liability with respect to such Third-Party Claim or unless DataFlik consents to such settlement, and further provided that DataFlik shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice, at Customer’s expense.
7. Term and Termination. Either party may terminate this agreement at any time with such applicable termination taking effect when any remaining monthly allocation has been exhausted. In no case shall funds be refunded to the Customer for termination but rather shall be used to provide leads as agreed upon.
8. Pricing Structure. DataFlik reserves the right to adjust the price per lead in any county by providing notice via email of such changes at least 10 days prior to any price change. All price changes will become effective on the 1st day of the following month. In the event of a scheduled price change, Customer may request to cancel and be refunded any remaining unused balance provided that such request is submitted within 5 days of receipt of the notice of price changes. Failure to notify DataFlik within 5 days of receipt of the price change will result in remaining balances being used at the revised price per lead as established by the notice provided.
9. Disputes. Customers may dispute any leads by using the dispute function inside of each lead in the dashboard. Each lead has a dispute option for 7 days after the lead was generated. Acceptable dispute reasons include: (1) The property is already listed with a realtor and was listed before the lead was generated, (2) the phone number is disconnected. DataFlik may attempt to reach the phone number for up to 7 days after receiving the dispute to verify the number is disconnected, (3) the property is a lead for a mobile home / manufactured home or vacant land. DataFlik reserves the right to decline disputes for any other reason