Business Participation Agreement

In order to utilize Leads' System, You, in your official capacity as an authorized representative of a Reporting Business, must agree to the terms and conditions set forth herein. Please review this Agreement carefully and click "I Agree" at the bottom of this page, so indicating your acceptance and approval of the terms of this Business Participation Agreement ("Agreement").

Scope of Agreement

LeadsOnline and LeadsOnlabs (collectively "Leads") operate and maintain an electronic reporting and criminal investigation system for receiving Data for the use of Law Enforcement Officials in their official duties. Leads acts in the capacity of an agent for such Law Enforcement Agencies for the purpose of collecting, maintaining and disseminating Data.

You own or are the authorized representative of a Reporting Business, and are registering to use Leads System to submit Data for access by Law Enforcement Officials. By completing this Agreement and using Leads' System in any manner, you represent that you are duly authorized by Your Reporting Business to do so.

Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, You and Leads agree as follows:

1. Definitions

1.1 "Data" means all information provided by Reporting Business and Law Enforcement Agencies about transactions, including (but not limited to) the transaction number, item number, product UPC code, quantity and ingredients, make, model, property description, serial number, name, address, identification number, telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise.
1.2 "GLBA" means the Gramm-Leach-Bliley Act of 1999, together with the Privacy Rule and Safeguards Rule promulgated by the U.S. Federal financial institution regulators and the Federal Trade Commission.
1.3 "Law Enforcement Agency" means any agency duly authorized by municipal, state county or federal government to enforce laws or investigate crimes.
1.4 "Law Enforcement Official" means a person employed full time and authorized by a Law Enforcement Agency to, in their official duties, access Data and/or submit Data for official use by Law Enforcement Agencies.
1.5 "Leads' System" is Leads' electronic reporting and criminal investigation system for receiving Data for access by Law Enforcement Officials.
1.6 "Reporting Business" shall mean any entity that records Data regarding (a) the receipt or sale of products regulated by law, including but not limited to the Combat Methamphetamine Act of 2005 and (b) the receipt or other disposition of merchandise or materials, and reports such Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise.
1.7 "You" and "Your" shall mean you in your official capacity as a duly authorized representative of the Reporting Business associated with your Leads account.

2. Responsibilities of Reporting Businesses

2.1 You agree that the protection of usernames and passwords used to access Leads services and any Data You access or receive via Leads is Your sole responsibility. You agree to maintain such information in a secure manner and to not provide your login credentials to any other person.
2.2 Reporting Business agrees, at a minimum, to follow reasonable instructions and procedures established by law.

3. Responsibilities of Leads

3.1 Leads agrees to operate and maintain Leads' System for the purpose of receiving Data for access only by Law Enforcement Officials.
3.2 Leads agrees to secure Data using administrative, technical and physical safeguards as set forth in applicable law, including GLBA.
3.3 In the event of a security breach of personal information as defined by applicable state and federal law for which Leads is responsible, Leads will notify the individuals affected in compliance with such law(s).

4. Conditions for use of Leads' System

4.1 Leads' System and website, including but not limited to written materials, text, graphics, logos, software, functionality, icons and images are the exclusive proprietary property of Leads and are protected under the United States Copyright Act (17 U.S.C.), as well as by all applicable state and international copyright laws, and by the Lanham Act (15 U.S.C. ยงยง1051-1141n). You agree to abide by any additional copyright notices, trademarks, information, or restrictions contained in any content on Leads' System and website. Leads' System and website may be used solely for the purposes expressly provided for herein, and no aspect of the Leads' System or website may be used for any other purpose whatsoever. Any other use is unauthorized and will constitute an infringement upon the proprietary rights of Leads. No authority to use any content on Leads' System, website, or any other intellectual or other property of Leads not expressly granted by this Agreement shall be implied.
4.2 You agree to not decompile or otherwise copy or use content on the Leads' System or website or other proprietary information of Leads for purposes of reverse-engineering or reconstruction, and to not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices from any materials you obtain from Leads' System or website.
4.3 You warrant and represent to Leads that: (a) the information you provide to Leads in Your Reporting Business Registration is true and accurate; and (b) that You have the requisite binding authority to enter into this Agreement on behalf of Your Reporting Business.
4.4 Reporting Business is responsible for using devices and browsers equipped with modern cryptography capable of connecting via a secure internet connection.
4.5 Reporting Business is responsible for promptly notifying Leads when a user is no longer employed by Reporting Business or is otherwise no longer authorized to access Leads' System.
4.6 You agree to promptly notify Leads of any conditions that you believe may represent or result from a security incident or vulnerability, including the possible compromise of a user's password. Please send any notifications to privacy@leadsonline.com.
4.7 Leads may modify or upgrade any aspect of Leads' System at any time without notice. Leads will make commercially reasonable efforts to perform such actions in a manner that is not disruptive to Reporting Business.
4.8 Leads uses a number of checks to identify inaccurate or incomplete Data, but cannot and does not make any representations or warranties regarding the accuracy or reliability of Data or other information submitted by Reporting Business and Law Enforcement Agencies.
4.9 Subject to the terms of this Agreement, Reporting Business hereby grants to Leads a perpetual, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, distribute, display, reproduce, transmit, modify, and otherwise use such Data in accordance with and to the extent allowed by the terms of this Agreement. Also subject to the terms of this Agreement, Reporting Business hereby waives all rights to any claim against Leads for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, ownership rights and rights of attribution in connection with such Data.
4.10 No fiduciary, partnership, joint venture or other extra-contractual relationship is created between Reporting Business and Leads by way of this Agreement.
4.11 Nothing in this Agreement limits or restricts a Law Enforcement Agency from utilizing other means to procure Data or other information from Reporting Business.

5. Disclaimer

5.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION III OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
5.2 IN NO EVENT SHALL LEADS BE LIABLE FOR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF THE REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY YOUR LAW ENFORCEMENT AGENCY.

6. Miscellaneous

6.1 This Agreement will become effective when agreed by You and remain in effect until terminated. This Agreement may be terminated by either You or Leads at any time upon notice to the other party.
6.2 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including any act that would be considered force majeure.
6.3 If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement which can be given effect without the invalid provision, and to this end, such provision is declared to be severable.
6.4 Leads reserves the right to disclose any information in response to an official government request or duly authorized subpoena.
6.5 Any waiver by Leads of a breach of any provision of this Agreement or delay in enforcing any rights shall not be construed as a waiver of any other or future breach.
6.6 Leads reserves the right, at its sole discretion, to change, modify, add or delete any portion of this Agreement, in whole or in part, at any time, if required by local, state or federal law, rule or regulation after reasonable notice.
6.7 Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement. There are no third-party beneficiaries to this Agreement. The only persons who may enforce or benefit from this Agreement and any rights under this Agreement are You and Leads.
6.8 This Agreement shall be governed by and construed in accordance with the laws of Texas, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be an appropriate state or federal court located either in Dallas County or Collin County, Texas.
6.9 Leads may assign all or part of Leads' rights or duties under this Agreement upon 30 days' notice. This Agreement shall be binding upon and inure to the benefit of such assigns or successors.
6.10 This Agreement constitutes the entire agreement between the parties, and shall supersede all prior agreements and understandings, if any, between the parties respecting the subject matter hereof.

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