This Lead Generation Agreement (the “Agreement”) are made effective as of _________, 202_ (the “Effective Date”), by and between Hollyn Growth Advisors, LLC, a Florida limited liability company with offices located at 400 NW 26th Street, Miami, Florida 33127 (hereinafter referred to as the “Company”), and [INSERT VENDOR’S INFO] (hereinafter referred to as the “Vendor” or “You”).

WHEREAS, the Company is in the business of operating and maintaining a website located at _____ (the “Site”) which connects consumers looking for payroll services and relevant professionals offering payroll services; and
WHEREAS, Vendor desires to purchase a subscription from the Company to be included in the Company’s directory of vendors and to receive Leads (as defined below).
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties agree as follows:

1. Definitions

For purposes of this Agreement, capitalized terms will have the meanings specified below:

“Affiliate” will mean, with respect to Company, any entity, whether incorporated or not, that directly or indirectly controls, is under common controlled by, or is under common control by such party or its corporate parent, where “control” (or variations of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.

“Claims(s)” will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.

“Law” shall mean any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.

“Lead” shall mean a communication about a customer’s service request that contains information about what service has been requested and the customer’s contact information.

“Losses” shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs.

“Services” shall mean all professional services which Vendor provides to customers.

“Vendor Content” shall mean all images, product information and content including without limitation, the product data, (i) provided by Vendor to Company or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Vendor to potential customer on the (e.g. through Vendor’s distribution or hosting of such images, content or information).

2. Vendor’s Content License Grant

License for Content. By entering into this Agreement, Vendor grants Company and its Affiliates a royalty-free, non-exclusive, worldwide, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Vendor Content throughout the Site and all Affiliate properties. Vendor must be notified of any modifications to the content.

License for Marks. Vendor hereby grants Company, its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Vendor’s name, trademarks, service marks and logos (“Vendor’s Marks”) during the Term in connection with, or for the promotion of, the Marketplace Program or for internal purposes. All such uses of the Vendor’s Marks will be subject to the brand guidelines which Vendor provides to Company.

3. Vendor Information and Other Content

Content. Vendor agrees and warrants that any and all Vendor Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any applicable Law; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for Company. Vendor agrees that any and all Vendor Content may be publicly displayed by Company as Company sees fit and at no charge to Company, provided that Company shall have no obligation to display Vendor Content. Vendor will only provide Vendor Content for Services that fit into the categories or parameters approved in writing by Company.

4. Subscription Fees and Revenue Sharing with

Subscription Fees. For purchases of a subscription membership (monthly or annually), you shall pay such fees on a monthly or annual basis, as stated in the Order Form.

5. Vendor Criteria

The Company may impose certain criteria (including, without limitation, education, experience, or licensing) on the listing of Vendors. The Company may change these criteria at any time.

6. Confidential Information

Definition. The term “Confidential Information” means all information communicated by one party (“Disclosing Party”) to the other party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via Company’s APIs.

Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.

Exceptions. The obligations of either party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

Disclosure by Law. In the event the Receiving Party is required by Law or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.

Return or destruction. Upon the Disclosing Party’s written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential the terms of this Agreement. Vendor agrees that Company may share Vendor’s Confidential Information with its Affiliates for internal use only.

7. Representations and Warranties

Vendor hereby represents and warrants to Company the following:

Authority. Vendor is a corporation duly organized, validly existing and in good standing under the Laws of the state where Vendor is incorporated, and Vendor has full power and authority to execute this Agreement and to perform its obligations hereunder without any further ratification or approval. Vendor has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.

No Conflicts. Neither the execution of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.

Intellectual Property. Vendor represents and warrants that Vendor has the right to grant the licenses granted herein, including with respect to the Vendor Content and Vendor Marks. Vendor has all necessary and sufficient rights to sell and offer for sale the Services, directly and through the Site, without any conflict with or infringement of the rights of any third party, including any rights in intellectual property.

Compliance with Law. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Company, any customer or other third party, including, but not limited to, disclosing any personal information of customers to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities.

Lead Reselling. You agree not to sell, trade, gift, assign, or otherwise transfer any Leads provided by Company to any other party.

Licensing. Vendor is licensed to practice their listed profession within their listed state. Such license must be maintained in good standing at all times that you are listed as a Vendor on the Site.

Further Compliance. You will comply with the Company’s Leads membership requirements as specified from time to time. If such requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.

8. Termination

Termination for Breach. This Agreement may be terminated at any time by either party if the other party materially breaches any provision of this Agreement, and fails to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Either party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement for breach by Vendor, any fees due to Company at the time of termination shall immediately come due and; if for breach of Company, any amounts prepaid by Vendor but unused up to the date of termination shall be refunded to Vendor. Company reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

Termination in the Event of Insolvency or Bankruptcy. Either party may terminate this Agreement upon written notice to the other party in the event (a) the other party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other party and such petition is not dismissed within ninety (90) days of filing; (c) the other party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar Law; (d) the other party ceases to do business in the normal course; or (e) a receiver is appointed for the other party or its business.

Company Termination. Company may terminate this Agreement at any time, upon sixty (60) days prior written notice to Vendor.

Vendor Termination. Vendor may terminate this Agreement at any time, upon sixty (60) days prior written notice to Company.

Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Company’s rights to use Vendor’s suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination

9. Indemnification

You agree to indemnify, defend, and hold the Company and its Affiliates harmless, from and against all claims, demands, suits, and liabilities by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your interaction with any third parties or third-party websites (iii), your violation of this Agreement, (iv) any transactions between you and any other person, or (v) your infringement of any content, intellectual property or other right of any other person or entity. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

10. Warranty Disclaimer

THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED BY COMPANY “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.

Company does not guarantee to provide you any specific number of Leads, nor does the Company make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have services completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor does the Company guarantee that you will successfully contact each customer.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL LIABILITY OF COMPANY UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL VALUE OF ANY FEES ACTUALLY RECEIVED BY COMPANY IN CONNECTION WITH VENDOR’S SALES THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

12. Notices

Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, email, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision. A party may update its proper address for notice via email.

13. Dispute Resolution

In the event of any dispute (other than those seeking injunctive relief), you and the Company agree to individual binding arbitration under JAMS Alternative Dispute resolution (“JAMS”) and the Federal Arbitration Act (“FAA”). Arbitration will be conducted under the JAMS Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes and the arbitrator’s decision will be final except for a limited right of review under the FAA. The parties shall each bear 50% of the cost of the arbitrator. Arbitration shall be brought in Broward, Florida. Those disputes seeking injunctive relief shall be brought solely in the state or federal courts located in Broward County, Florida. The prevailing party (as determined by a court of competent jurisdiction) in any such dispute brought in court shall be entitled to reimbursement of attorneys’ fee. You may only bring individual claims. You agree that, under no circumstance, will you bring any claim as a collective or class action (whether as the named plaintiff or a class member).

14. Waivers and Amendments

This Agreement may only be modified, or any rights under it waived, by a written document executed by the Parties. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as waiver hereof.

15. Severability

If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable Law.

16. Relationship of the Parties

The Parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.

17. No assignment

Vendor shall not assign this Agreement, in whole or in part, without the prior written consent of Company. Company may freely assign this Agreement, in whole or in part, without the prior written consent of Vendor.

18. Complete Agreement

This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with Company’s Terms of Service and/or Privacy Policy, this Agreement shall control.