Terms & Conditions

Ignite Connections Inbound Lead Service Agreement. Whereby the Client (as defined in the associated Registration Form) agrees to engage Ignite Connections to provide the services described in this agreement (the "Agreement"), dated as of the Effective Date. In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Services and Obligations

(a) Appointment. The Client hereby agrees to retain the services of Ignite Connections, and Ignite Connections hereby agrees to be so retained, on and subject to the terms and conditions outlined herein.

(b) Services. Ignite Connections shall devote such time and commercially reasonable effort necessary to perform the services (the "Services") in accordance with the Client's Registration Form. Each selected Package shall be incorporated herein by reference and made part of this Agreement. The terms and conditions of the Package will take precedence over any contrary or inconsistent terms and conditions appearing or referred to in the Agreement. In the event of any conflict between the Agreement, Registration Form and a Package, the Registration Form will control.

(i) The services herein include but are not strictly limited to making phone calls on behalf of the Client. These calls will be made to leads that the Client provides to the Company through any means as determined in mutual agreement during the Client Onboarding Process. These services will be completed in conjunction with any existing agreements the Client has with the Company as outlined in the Associated Agreement Dates above.

(ii) The Company warrants that all contacts that are successfully delivered to Ignite Connections will be called Monday through Friday during business hours. The Company will devote all commercially reasonable efforts to call the leads within 15 minutes of receipt.

(c) Indemnification. Each party agrees to indemnify and save harmless the other from and against any and all claims, actions, damages, costs and losses ("Claims") which the other party suffers or incurs resulting from the breach of any of such party's obligations, covenants, representations and warranties under this Agreement or a Statement of Work made hereunder, including all costs and expenses, including legal fees and disbursements on a solicitor and client basis. Client agrees to indemnify and save harmless Ignite Connections for any Claims which may at any time arise out of its relationship with Ignite Connections hereunder to the extent to which (i) the Client or its affiliates' acts whether or not such acts were, in and of themselves, otherwise justified; or (ii) there is a Claim which may otherwise be imposed on, incurred by, or asserted against Ignite Connections in any way relating to or arising out of the provision of the Services hereunder, or any action taken or omitted by Client or its affiliates in connection with any of the foregoing, provided that the Client shall not be liable for any Claims resulting primarily from Ignite Connections' breach of its obligations, covenants, representations or warranties under this Agreement. The indemnification obligations of this provision shall survive any expiration or termination of this Agreement.

2. Remuneration

(a) Fees. In consideration of the performance of the Services, and subject to the performance of Ignite Connections' obligations hereunder, the Client shall pay to Ignite Connections the fees as set out in the Client's Registration Form attached hereto (the "Fees").

(b) Tax and Remittances. Aside from any applicable sales taxes payable in connection with the Fees, any tax or other governmental charges that apply to the Fees or compensation, the Client shall not pay any amounts in addition to the Fees for any such tax or governmental charges. Such taxes or charges shall be exclusively the responsibility of Ignite Connections. If sales taxes are not included in an applicable Registration Form, the parties agree and acknowledge that sales taxes are payable by the Client in addition to the Fees quoted in such Registration Form.

(c) Invoicing and Payment. The Client may elect to engage Ignite Connections on a number of payment schedules to be determined by the Client and Ignite Connections and set out specifically in the Registration Form under "Cost Per Lead Called." All charges will be made at the frequency outlined in the Registration Form. Charges will automatically be made at the end of each calendar month and calculated by multiplying Cost Per Lead Called in the Registration Form by the number of leads sent by the client. An invoice will be sent to the client outlining a summary of services rendered and any monies charged.

(d) No Refunds. All amounts paid that do not meet the terms of the Guarantee Conditions laid out above shall be non-refundable except at the sole discretion of Ignite Connections.

3. Term

(a) The term of this Agreement shall commence on the day of signature and will continue for the duration specified in the Registration Form under "Term Length."

4. Termination

This Agreement may be terminated on the occurrence of any of the following:

(a) by the Client if Ignite Connections fails to perform any of its obligations, or there is a material breach by Ignite Connections of any of the provisions of this Agreement, and Ignite Connections fails to cure such default within fifteen (15) days from receipt of notice of such default from the Client;

(b) by either party (the "Non-Defaulting Party") upon the bankruptcy or insolvency of the other party (the "Defaulting Party"), or the filing against the Defaulting Party of a petition in bankruptcy, or the making of an assignment for the benefit of creditors by the Defaulting Party, or the appointment of a receiver or trustee for the Defaulting Party or for any assets of the Defaulting Party, or the institution by or against the Defaulting Party of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act (Canada) or otherwise;

(c) by either party at any time upon fifteen (15) days prior written notice to the other party of its desire to terminate this Agreement. Any and all payments due within a 15 day window of the cancellation request shall be charged. Any outstanding charges due will be charged upon confirmation of termination and outstanding invoices delivered to the client.

5. Events Upon Termination

Upon termination or expiration of this Agreement or any Package agreed upon hereunder each party shall either return to the other party or destroy any confidential information (as hereinafter defined) of the other party in their possession as of the date of such Termination. Any access to client CRMs will be revoked. This responsibility of access revocation rests solely on the Client. The Company warrants that no further access to the Client's CRM will be executed once termination has been confirmed by the Company.

6. Confidentiality

Each party acknowledges that during the Term, they may acquire knowledge and/or information relating to the business, procedures, clients, potential clients or other proprietary information of the other party, all of which is confidential to such party (collectively, "Confidential Information"). Each party hereby covenants and agrees to treat the Confidential Information in the strictest confidence, and shall take reasonable precautions to ensure confidentiality of all Confidential Information, whether verbal, written, electronic, or visually observed and whether or not expressly advised of the confidentiality of the information. The parties agree not to disclose or permit disclosure of same to any third party either during or after the Term, and will not directly or indirectly use, copy, store or disclose the Confidential Information other than as is required to perform duties hereunder.

7. Insurance

Ignite Connections shall, at its own expense, throughout the Term, place and maintain in force any insurance as may be required by law.

8. Warranty

THE SERVICES ARE PROVIDED BY IGNITE CONNECTIONS ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IGNITE CONNECTIONS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE.

9. Release and Limitation of Liability

Except as specifically set forth herein, to the maximum extent permitted by applicable law, Client hereby expressly and irrevocably releases and forever discharges Ignite Connections, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or in equity which Client ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of the provision of the Services. In no event shall Ignite Connections be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Services (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever; (ii) to provide substitute goods or services (however arising); or (iii) for any direct damages in excess of (in the aggregate) the amounts paid to Ignite Connections by the entity claiming liability against Ignite Connections within the six (6) months immediately preceding the date on which such liability is alleged to have arisen.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior agreements, negotiations and discussions of the parties. There are no warranties, covenants, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein.

11. Amendment and Waiver

Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by both parties. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

12. Severability

In the event that any provision in this Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, the provision will be ineffective only to the extent of that restriction, invalidity, or unenforceability, and all remaining provisions, or parts hereof, shall be and remain in full force and effect.

13. Interpretation

Section numbers and headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings arising out of this Agreement shall be brought in the Courts of Ontario and the parties hereby submit to the exclusive jurisdiction thereof.

Ignite Connections · 400 University Ave. Suite 1601, Toronto, ON M5G 1S5