Lead Purchase Terms

Last Updated: July 7, 2025

These Marketing Lead Purchase General Terms (hereinafter referred to as the “Agreement”) govern the purchase and sale of  leads by and between Advertising Inc. (hereinafter referred to as the “Seller”) and you, the “Purchaser” in the event that a separate written contract has not been entered into by the parties with each other. Each of the Seller and the Buyer may also be referred to individually as a “Party” and collectively as the “Parties.”
Purchase and Sale of Leads
The Buyer shall purchase from the Seller, and the Seller shall sell to the Buyer, Leads as specified in written requests, which may include, but are not limited to, IOs and emails confirmed by both the Buyer and Seller (each, an “Order”). These transactions shall occur periodically throughout the duration of this Agreement (the “Term”), and shall be governed by the terms and conditions set forth herein.

All Leads provided under any Order shall be filtered and qualified based on specific fields of information, data, or other qualifiers as mutually agreed upon between the Seller and the Buyer. Such details will be specified either in the Order or subsequently in written communications, which may include emails, messenger services, or other forms of written communication.

Notwithstanding any other provision in this Agreement, either Party may cancel an Order by providing at least five (5) business days prior written notice to the other Party. Additionally, either the Buyer or the Seller may amend any Order (including IOs) upon giving seven (7) business days’ written notice for Lead orders. 

Nonexclusive Agreement.  

This Agreement is nonexclusive and shall not prohibit either Party from entering into contracts with other similarly situated parties.

Mutual Non-Disclosure Agreement

1. Confidential Information: For the purposes of this Agreement, “Confidential Information” includes, but is not limited to, all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, between Seller and Buyer. Confidential Information also includes the existence and contents of this Agreement itself.

2. Obligations of Non-Disclosure: Both Seller and Buyer agree to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing party. Each Party agrees to carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and only disclose Confidential Information to such authorized parties who have signed nondisclosure restrictions at least as protective as those in this Agreement.

3. Non-Use and Non-Disclosure: Each Party agrees not to use the other Party’s Confidential Information other than as necessary to fulfill the contractual obligations under this Agreement. Neither Party will disclose, distribute, reproduce, or transmit any Confidential Information of the other Party, in any form, including electronic means, without the prior written consent of the other Party.

4. Term of Nondisclosure: The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the receiving party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as confidential or until the disclosing party sends the receiving party written notice releasing it from this Agreement, whichever occurs first.

5. Remedies: Both parties acknowledge and agree that due to the unique nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages alone are not a sufficient remedy. Therefore, upon any such breach or threat thereof, the injured party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Accuracy of Lead Information
Seller endeavors to ensure the accuracy of the Leads it sells. However, Seller does not guarantee the accuracy of any information relating to any lead fields on any Lead that it sells. Clients acknowledge and agree that the data provided may contain inaccuracies and that reliance on the accuracy of the data is at their own risk. Seller shall not be liable for any errors or inaccuracies in the lead information, regardless of the cause, nor for any resulting damages.

Acknowledgment of TCPA Litigation Risks and Indemnity
Due to the nature of the business of buying and selling leads, it is not only likely but should be expected that there may be TCPA litigators who could initiate lawsuits against the buyers of such leads. Buyer hereby acknowledges this risk as an inherent part of the lead purchasing process, notwithstanding that Seller will endeavor to obtain only compliant leads.

Buyer agrees that Seller shall be held harmless from all demands, lawsuits, liabilities, claims, damages, legal fees, and other costs that may arise from any lawsuits, including but not limited to those related to TCPA violations. Buyer shall indemnify and defend Seller against any such demands,  lawsuits, liabilities, claims, and damages, using their own resources, and acknowledges that Seller is not responsible for the compliance of the Leads with TCPA or any other regulations including but not limited to DNC laws.

Buyer’s obligation to indemnify and hold harmless Seller shall survive the termination or expiration of this Agreement.

Payment Terms and Late Payment Penalties
Seller typically requires payment upfront for the Leads sold. However, from time to time, Seller may extend payment terms to the Buyer, either for 15 or 30 days, as specified on Seller invoices or agreed upon via email or verbal communication.

If the Buyer fails to make payment by the due date as indicated on the invoice or as otherwise agreed upon, a late payment penalty of 10% per annum or the maximum allowable interest rate (whichever is lower) will be applied to the outstanding balance. This interest will accrue on the past due amount and will continue to accrue until the entire balance is paid in full.

It is Buyer’s responsibility to ensure timely payment to avoid such penalties. Continued failure to settle past due invoices may result in Seller taking further legal or collection action to recover the owed amounts. In the event of such action, Buyer will be responsible for all attorneys’ fees and other costs incurred by Seller during the collections process.

Term

This Agreement shall be deemed to have commenced on the date that Seller first provides Leads to Buyer and shall continue to remain in full force and effect until terminated by either Party by giving the other Party at least fifteen (15) days prior written notice of its intent to terminate. Moreover, the indemnification provisions shall survive termination of this Agreement.

Source of Leads and Buyer’s Due Diligence
Seller specializes in aggregating leads, which are typically sourced from third-party web properties not owned or operated by Seller. While Seller exercises due diligence to ensure that these third-party properties comply with applicable laws and regulations, Seller disclaims all responsibility for the Leads and it is ultimately the responsibility of Buyer to conduct their own due diligence.

Buyer must verify that the Leads purchased, and the web properties from which these Leads are generated, comply with all applicable legal and regulatory requirements. Aside from the section herein regarding Limitation of Liability purchasing Leads from Seller, Buyer agrees to hold Advertising Inc. harmless from any claims, liabilities, damages, or losses stemming from the Leads, including where and how they were obtained.

Buyer acknowledges that Seller makes no representations or warranties regarding the compliance of third-party web properties or the accuracy of the information provided in the Leads.

Lead Usage and Compliance with Communication Regulations
It is mutually understood between Seller and Buyer that while Seller sells leads to buyers who primarily utilize telephone contact as their method of contacting Leads, Buyer is responsible for ensuring compliance with all applicable telemarketing, e-mail, mailer and other communication laws and regulations, including contact cadence, times, dates and means of communication.

Buyer acknowledges that not all Leads may be compliant for telephone communication according to telemarketing laws. Therefore, it is understood that the Buyer will employ alternative methods of communication such as direct mail or email follow-ups where telephone contact may not be compliant.

Buyer agrees to hold Seller harmless from any claims or liabilities arising from non-compliance with telemarketing laws and acknowledges that it is the Buyer’s responsibility to verify the appropriate and legal methods of contacting leads prior to engagement.

Compliance with Telemarketing Laws & Licensing
While not all buyers may use telephonic methods to contact the leads purchased from Advertising Inc., for those buyers who do choose to utilize telephone communications, it is imperative that they adhere to all applicable telemarketing laws, both at the state and federal levels.

Each state has distinct telemarketing regulations, and some require specific telemarketing licenses. Buyer agrees to obtain any necessary telemarketing licenses required in the states where it intends to engage in telemarketing activities and will comply with the Telephone Consumer Protection Act (TCPA) and similar state regulations. Failure to comply with these legal requirements may result in penalties or legal actions against Buyer.

It is Buyer’s responsibility to review, understand, and comply with all applicable regulations.

Indemnification of Third-Party Partners with Exceptions for Fraud
Given that Seller functions as a broker network and/or advertising agency, aggregating leads from various third-party partners, it is essential that these partners are afforded protection under this Agreement, except in cases of intentional fraud. Buyer agrees to indemnify and hold harmless Seller and those third-party partners from whom Seller purchased Leads from any claims, allegations, liabilities, losses, damages, costs, or expenses, including but not limited to attorney’s fees, arising from or related to the use, handling, or representation of the Leads provided.

However, this indemnification does not extend to third-party partners if it is alleged or established that such parties have intentionally committed fraud in their dealings. In such cases, Seller remains exempt from liability, but the third-party partners may not claim the protection of this indemnity clause against claims directly resulting from their fraudulent actions.

Disclosure and Legal Action in Cases of Fraudulent Third-Party Activity:
In the event that intentional fraud by a third-party partner is identified, Seller commits to fully disclosing the details of these fraudulent activities to Buyer. This disclosure will enable Buyer to pursue necessary legal actions to protect their interests. Seller will provide Buyer with all relevant information regarding the fraudulent third-party to assist in any legal proceedings, reinforcing our commitment to transparency and cooperation in maintaining a trustworthy network.

Provision and Limitations of Authentication Tokens
Seller and Buyer acknowledge that it is standard practice in our industry to provide certain authentication tokens, which are generated by third-party technology solutions such as “Active Prospect” and “Verisk.” While Seller strives to validate the authenticity and accuracy of such tokens generated from these third-party technology companies and lead providers, Seller cannot guarantee their accuracy or verify their authenticity at all times. 

Buyer is encouraged to use its available resources to independently verify token authenticity and to perform due diligence, understanding the inherent limitations of the authentication processes involved in lead generation.

Buyer Eligibility and Corporate Status Requirements
Buyer must not only be based in the U.S. but must also maintain an active and current corporate status as verified through its state’s public records site.  

While buyers may have operations internationally, the requirement for the corporate headquarters to reside within the U.S. is strict. This policy is crucial to ensure that all contractual and legal proceedings are governed by U.S. law, which oversees the terms and conditions of this Agreement.

Buyer affirms compliance with these conditions as part of the contracting process. Failure to maintain an up-to-date and active corporate status, or to meet any other specified criteria, may result in the termination of any sales or services provided by Seller.

Prohibition of Specific Communication Methods
Seller strictly prohibits the use of certain communication methods by sellers in order to maintain compliance with regulatory standards and to uphold the quality and integrity of interactions with consumers. Specifically, the following methods are prohibited under the terms of this Agreement:

1. Outbound AI Voice: Utilization of artificial intelligence-powered systems to initiate voice calls to consumers.

2. Ringless Voicemail Drops: Sending voicemail messages directly to a consumer’s voicemail box without the phone ringing.

3. Voice Broadcasting: Broadcasting pre-recorded voice messages to a wide audience simultaneously.

4. Robo Texting: Sending unsolicited or bulk text messages using automated systems.

Buyer is required to adhere to these prohibitions as a condition of its receiving leads from Seller. Violations of these restrictions may result in immediate termination of the Agreement and services, and potential legal action, depending on the severity and repercussions of the non-compliance.

Buyer is encouraged to engage with consumers through permitted communication methods that comply with all applicable laws and regulations, ensuring respectful and lawful interaction at all times.

Compliance with the CAN-SPAM Act
Buyer agrees to comply fully with all provisions of the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act. This commitment includes, but is not limited to, refraining from sending any misleading electronic mail messages, accurately identifying the message’s sender, providing a clear and conspicuous explanation of how the recipient can opt out of receiving future email from the sender, and promptly honoring opt-out requests from recipients within the time frame specified by the CAN-SPAM Act.

Buyer also agrees to ensure that any electronic promotional communications sent as a result of lead information obtained through this Agreement include an appropriate physical postal address of the sender and a subject line that accurately reflects the content of the message.

Failure to adhere to the CAN-SPAM Act’s requirements may result in immediate termination of this Agreement and services and further legal action. Buyer understands that adherence to the CAN-SPAM Act is not only a legal requirement but also part of maintaining the integrity and reputability of their marketing practices.

Security Breach Notification
In the event of a security breach that affects any of the Leads sold to Buyer by Seller, both parties agree to promptly notify each other upon discovery of the breach. This notification must include all relevant details of the breach, including the nature of the breach, the type of data affected, and the actions taken to address and mitigate the breach.

Both Buyer and Seller agree to cooperate fully in investigating and responding to the breach, including sharing information related to the breach’s causes and implementing measures to prevent future occurrences. Each party shall also take all necessary steps to comply with applicable laws and regulations regarding the breach, including but not limited to those concerning notification to regulatory authorities and affected individuals.

This mutual notification and cooperation are critical to managing and mitigating the effects of the breach effectively, ensuring compliance with legal obligations, and maintaining the trust and integrity of both parties.

Disclaimer on Lead Consent Status
It is the responsibility of the Buyer to conduct thorough due diligence to determine the appropriate contact methods for each Lead purchased. This due diligence should include, but is not limited to, verifying the consent status of the Leads relative to Buyer’s intended use and ensuring compliance with all relevant TCPA regulations and other applicable laws.

Buyer must understand that non-compliance with these regulations can result in significant legal consequences, including fines and penalties. Buyer shall assess its compliance strategies and consult with legal counsel to ensure that its use of purchased Leads conforms to all current legal standards.

Seller disclaims any liability for non-compliance arising from Buyer’s use of Leads not meeting the specific consent requirements mandated for their particular communication methods. Buyer agrees to indemnify and hold harmless Seller from any claims, damages, or legal actions resulting from such non-compliance.

Non-Circumvention Clause
Buyer agrees to refrain from any attempts to circumvent or bypass Seller and its third-party partners involved in transactions facilitated by or through Seller. This includes, but is not limited to, engaging directly with any third-party partners or affiliates of Seller in order to avoid payment of fees or to otherwise gain services or information without the involvement and approval of Seller.

Buyer acknowledges that all contacts and business opportunities introduced or disclosed by Seller, including those involving third-party partners, are proprietary to Seller. Buyer agrees not to initiate, engage in, or facilitate any direct business transactions with such parties for the purpose of circumventing, avoiding, or bypassing the normal business channels established by Advertising Inc.

In the event of breach of this clause, Buyer will be liable for any damages, including lost revenue, that Seller suffers as a result of such circumvention. Additionally, Seller reserves the right to immediately terminate all agreements and services with Buyer, and legal action may be pursued to recover damages and enforce compliance with this agreement.

This non-circumvention agreement is intended to protect Seller’s business interests and its third-party partners, ensuring that all transactions are conducted through the proper channels as established by the contractual agreements.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE SELLER, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE SELLER’S SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER THIS AGREEMENT EXCEED FIVE THOUSAND DOLLARS ($5,000).  

Disclaimer of Warranties

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, PARTIES CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR SERVICES.  WITHOUT LIMITING THE ABOVE, ANY LINKS, THE PLATFORM, THE SITES AND ANY OTHER MATERIALS PROVIDED BY SELLER ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION: A) ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS; OR (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON.  ALL INFORMATION PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT, IS WITH THE BUYER.  SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.

Hold Harmless Clause
Buyer agrees to hold harmless, defend, and indemnify Seller, along with its referral partners, vendors, employees, officers, investors, and all other stakeholders (collectively, the “Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, actions, judgments, court costs, legal fees, and other expenses arising directly or indirectly from or related to the products and services provided under this Agreement, including but not limited to the use, management, or disposition of the Leads purchased.

This indemnification will cover, without limitation:

• Any breach of contract or warranty, express or implied, by Buyer;

• Any violation of applicable laws or regulations by Buyer;

• Any negligent or more culpable act or omission of Buyer, including but not limited to misconduct and gross negligence;

• Any claim for damages by third parties resulting from Buyer’s use of the Leads provided by Seller.

The obligations under this clause shall survive the termination or expiration of this Agreement and shall apply regardless of any alleged or actual negligence or fault on the part of any of the Indemnified Parties.

Buyer agrees that the Indemnified Parties are not liable for any actions, suits, claims, or demands brought by third parties arising out of any actions or omissions of Buyer. This clause is intended to provide a comprehensive release that applies to all known and unforeseen and future claims, liabilities, and actions relating to the activities covered under this Agreement.

Refund Policy
Seller reserves the right to refuse refunds under any circumstances. Our commitment is to provide high-quality Leads, and we perform certain due diligence to ensure that Leads sold meet industry standards. However, due to the nature of our business and the variability of data accuracy and lead quality inherent in lead generation, Seller does not guarantee refunds to Buyer for any Leads delivered.

While Seller is not obligated to issue refunds, it may, at its sole discretion, choose to provide a refund or credit to Buyer in certain exceptional situations. Such refunds, if any, are granted on a case-by-case basis and do not imply any change in the no-refund policy nor create a legal obligation to issue further similar or dissimilar refunds in the future.

The decision to offer a refund in any specific instance does not constitute a waiver of the no-refund policy nor obligate Seller to offer a refund or credit in any other instance. Buyer acknowledges and agrees that all decisions related to refunds by Seller are final and binding.

Modification
This Agreement may only be modified through a written document duly signed by an authorized signatory of each Party. No waiver, modification, or amendment of any provisions in this Agreement shall be effective unless explicitly made in writing and signed by the Party against whom enforcement is sought. These terms do not affect any terms governing Leads obtained prior to the last updated date herein. Rather, the Terms herein govern Leads obtained on a going forward basis. 

Assignment
Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement or any Order without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempt to do so without such consent shall be null and void. Notwithstanding the above, either Party may assign this Agreement, any Order, or any portion thereof to: (i) an acquirer of all or substantially all of that Party’s equity, business, or assets; (ii) a successor in interest, whether by merger, reorganization, or otherwise; or (iii) any entity that controls, is controlled by, or is under common control with that Party.

Governing Law; Mandatory Arbitration; Attorneys’ Fees and Costs
This arbitration provision is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq. and not by any state rule or statute governing arbitration. The subject Agreement shall be governed by the laws of the State of Nevada, without regard to any conflict of laws provisions. In the event of any controversy, claim, or dispute between the parties and anyone else named as a defendant or respondent in such claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve all issues with the assistance of a certified mediator, with each party bearing their own costs and agreeing to mediate via live video call for at least 30 minutes, including the attendance of a corporate representative from each Party with authority to settle. In the event there is no resolution through mediation, the parties agree to resolve such outstanding dispute solely through the use of binding arbitration, administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures. Any such arbitration shall take place within Clark County, Nevada or such location as the parties may agree, and be conducted by a mutually-agreed-upon arbitrator. The arbitrator shall be neutral, independent, and shall comply with all applicable codes of ethics. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this Agreement and of this arbitration requirement. The award rendered by the arbitrator shall be final, binding on all parties, but subject to further proceedings governing arbitration awards in accordance with the Federal Arbitration Act.  Judgment on the award made by the arbitrator may be entered into any court having jurisdiction over the Parties. The Parties further agree that either Party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding. Further, the Parties agree that the arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of representative or class proceeding unless Seller specifically requests that multiple separate claims be arbitrated and defended as consolidated proceedings. The Parties shall share the cost of arbitration (not including attorneys’ fees) equally. In the event that a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other Party shall be entitled to costs of suit, including reasonable attorneys’ fees for having to compel Arbitration or defend or enforce the award. This section, the arbitration requirement and class action waiver, shall survive termination.

Waiver
The failure of either Party to enforce at any time any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provision, nor shall it affect the right of such Party thereafter to enforce each and every provision of this Agreement. Such failure to enforce shall not be deemed a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Severability
Should any provision of this Agreement be determined invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement. The Parties expressly intend for all other provisions to remain in full force and effect. This clause ensures that if one part of this Agreement is voided, the remainder continues to be legally binding.

Force Majeure
Neither Party shall be held liable for any failure or delay in the performance of any obligations under this Agreement when such failure or delay is due to causes beyond their reasonable control. This includes, but is not limited to, acts of God (such as fire, flood, earthquakes, hurricanes, or explosions), war, terrorism, rebellion, riots, civil disorder, accidents, disruptions of the transportation network, and significant changes in laws, treaties, regulations, or governmental orders.

In the event of a force majeure, the affected Party shall notify the other Party as promptly as possible, detailing the nature and expected duration of the force majeure. Both Parties agree to take reasonable steps to mitigate the effect of the force majeure upon the performance of their respective obligations under this Agreement.

Should the force majeure persist for a period exceeding 60 days, either Party may terminate the Agreement upon written notice to the other Party, without any liability.

Public Statements
Neither Party shall make any public announcements or issue statements concerning the relationship between them or the transactions contemplated by this Agreement without the prior written consent of the other Party. This includes, but is not limited to, press releases, marketing materials, and public disclosures.

Furthermore, unless explicitly permitted within this Agreement, neither Party shall use the other Party’s name, trademarks, logos, or any other proprietary designations in any form or media without securing prior written consent from the other Party. Each Party agrees to respect the intellectual property rights and business reputation of the other Party, ensuring that all communications are conducted with due regard to mutual interests and confidentiality.

Independent Contractors
The Parties to this Agreement are and shall remain independent contractors. Nothing in this Agreement is intended to, nor shall it be construed to, create any partnership, agency, joint venture, or employment relationship between the Parties. Neither Party is authorized to make any representations, contractually bind, or incur any liabilities or obligations on behalf of the other Party, nor shall either Party hold itself out as an agent or legal representative of the other Party. This status as independent contractors shall govern all aspects of the Parties’ relationship under this Agreement.

Notices
All notices, requests, consents, demands, and other communications required or permitted under this Agreement must be in writing. Such communications are deemed duly given and effective upon receipt when sent by United States registered or certified mail, or by commercial courier with return receipt requested.