terms-and-conditions | callsbybrand

Calls By Brand Terms & Conditions

1. Generation of Calls

1.1 Calls. Through CBB, its affiliated companies and/or its online partners (each, a "Carrier"), individuals ("Users") identify themselves as interested in finding a service provider that provides services relevant to a particular business vertical (each, a "Service Provider") within or near a certain zip code or other geographic area. The User is provided results consisting of participating Service Providers that are listed in such directory of Service Providers (the "Directory") that are in or near the User's selected zip code or other geographic area. Seller shall promote Buyer’s products and services through the generationof calls of consumers interested in Buyer’s products and services (“Calls”). The parties shall enter into Insertion Orders from time to time which shalldetail the Calls to be generated by Seller under this Agreement, and Seller will use its best efforts to provide the services identified in the attachedInsertion Orders.

1.2 The User Contacts the Buyer. Contained in the results in response to each User request will be a phone number owned by CBB, which will be assigned to the corresponding Service Provider listing, which may be the Buyer. If the User chooses to contact the Buyer by phone, we will re-direct the phone call through our proprietary ai bot to the phone number you have provided to us during the Service registration process.

1.3 Valid Calls. Calls shall be deemed valid if (a) the call with the consumer lasts the minimum amount of time as set forth in the applicable Insertion Order; and (b) the Call meets all other criteria set forth in the applicable Insertion Order (“Valid Calls”).

1.4 Reporting. CBB will provide reporting to review certain details relating to the Buyer's Service activity. CBB will provide call log reporting for billing purposes to review certain details relating to the Buyer's Service activity. In the case of refunds requested within 3 days, Buyer will login to dispute billable calls using Phoenxa, Calls By Brand reporting platform within 3 business days. If there’s a monthly variance in reporting both parties then agree to split the monetary difference 50/50.

2. Your Obligations

2.1 Provide Up-To-Date Contact Methods. Buyer agrees to provide CBB with an up-to-date, working phone number to which we may route User inquiries. Buyer agrees to staff sales and customer service representatives to answer all User calls placed to Buyer's phone number as they arrive.

2.2 Relationship with Users. Buyer is solely responsible for all aspects of Buyer's relationship with Users. CBB makes no representation as to the number of Users who will contact you through the Service.

2.3 Licensing and Accreditation; Compliance with Industry Standards and Law. Buyer agrees to maintain all applicable industry accreditations and all necessary federal, state and local government licenses required to operate as a listed Service Provider in the state(s) in which Buyer is/are located. Buyer agrees to maintain and operate as a listed Service Provider in accordance with generally accepted industry standards, and in accordance with all applicable laws and regulations.

3. Payment

You agree to pay CBB all undisputed fees for the Service ("the Fees") in accordance with the terms attached IO (the “Payment Terms"). CBB will bill you for the Fees at the end of every month for the previous month’s activity, unless otherwise stated in a separate amendment to this Master Listing Agreement. The Fees are exclusive of any sales or other taxes (exclusive of taxes on CBB’s income). Payment for all undisputed Fees will be made within thirty days once receipt of an invoice. (Net 15). Any and all late payments (excluding any disputed amounts) shall accrue interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys fees that we incur in connection with collecting late amounts.

4. Term and Termination

4.1 Term. This Agreement is effective as of the date you register for the Service and shall remain in full force and effect until terminated by either Party. Either Party may terminate this Agreement for convenience with 30 days advance written notice.

4.2 Effect of Termination; Survival. Upon any termination of this Agreement: (i) Buyer will be responsible for all undisputed Fees incurred through the date of termination, as well as for any undisputed outstanding balances.

5. Disclaimer and Limitation of Liability.

THE SERVICE AND ANY OTHER SERVICES PROVIDED BY CBB IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, CBB MAKES NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CBB DOES NOT or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.

8.5 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Parties, or both Parties as joint ventures or partners for any purpose.

8.6 Governing Law and Forum. This Agreement, and any disputes arising directly or indirectly from this Agreement, shall be governed by andconstrued in accordance with the laws of the State of Nevada, without regard to its choice of law provisions. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Las Vegas, NV for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts.

8.7 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement

WARRANT OR GUARANTY THE NUMBER OF USER INQUIRIES, APPOINTMENTS, RESPONSE RATES AND/OR PLACEMENT RATES. CBBAND OTHER WEBSITES, DATABASES AND/OR PROGRAMS MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. CBB HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY PARTY'S USE OF, OR INABILITY TO USE, CBB WEBSITES, DATABASES AND/OR PROGRAMS. CBB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY PARTY'S USE OF CBB'S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. CBB MAKES NO GUARANTEES, AND ACCEPTS NO LIABILITY FOR, THE NUMBER OR CHARACTERISTICS OF LEADS THE DIRECTORY WILL MAKE TO YOUR BUSINESS. IN NO EVENT SHALL CBB OR ANY OF THE OTHER INDEMNIFIED PARTIES (AS DEFINED BELOW) BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF CBB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CBB WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND CBB'S CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE AGGREGATE LIABILITY OF CBB AND OTHER INDEMNIFIED PARTIES UNDER ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE FEES PAID (OR PROJECTED TO BE PAID IN THE EVENT THERE HAS BEEN LESS THAN A YEAR OF BILLING) TO CBB BY YOU PURSUANT TO THE AGREEMENT OVER TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

6. Indemnification

Buyer will defend, indemnify, and hold harmless, CBB and each of our and their respective officers, directors, members, managers, employees, (collectively, "Indemnified Parties") from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney's fees and expenses) arising from or related to: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your participation in the Service; (c) any allegation that you have infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (d) any claim by any User related to you or your services; and (e) any User dispute with you, any injury suffered by a User at your place of business or any other User-related issue.

CBB will defend, indemnify, and hold harmless, Buyer and each of our and their respective officers, directors, members, managers, employees, (collectively, "Indemnified Parties") from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney's fees and expenses) arising from or related to: (a) any breach of the Agreement by you or your affiliates or sublicensees (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your participation in the Service; (c) any allegation that you have infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (d) any claim by any User related to you or your Services; and (e) any User dispute with you, any injury suffered by a User at your place of business or any other User-related issue.

7. Representations and Warranties

Each Party represents, warrants, and covenants to the other Party that at all times during the term of this Agreement:

7.1 it has the full power and authority to enter into this Agreement, and to perform its obligations under this Agreement;

7.2 the execution, delivery and performance of this Agreement by it will not conflict with or violate: (a) any provision of law, rule or regulation to which

it is subject; (b) any order, judgment or decree applicable to it; (c) any provision of its organizational documents; or (d) any agreement or other instrument applicable to it; and

7.3 it will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees.

8. General Provisions

8.1 Confidentiality. Buyer may not disclose the terms or conditions of this Agreement or the amount of the Fees to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with applicable laws or regulations. CBB may not disclose anything related to the business of Buyer to any third party other than a User or as necessary to comply with applicable laws or regulations.

8.2 Notices. All notices to CBB shall be sent to, FOUNDATION MT LLC. dba Calls By Brand, 3450 Tanto Cr. Las Vegas, NV 89121, attention Legal. Any notices to Buyer shall be sent via an email to the email address specified on the executed IO.

8.3 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (other than any obligation to make payments) due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

8.4 Waiver. The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay