Data Services Agreement

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. BY SIGNING OR OTHERWISE USING OR ACCESSING THESE SERVICES (EACH AN “ACCEPTANCE” OF THIS AGREEMENT), YOU PERSONALLY, ALONG WITH THE CUSTOMER ENTITY IDENTIFIED BY YOU WHEN ACCEPTING THIS AGREEMENT (COLLECTIVELY, THE “CUSTOMER”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS

ARTICLE 1 – SCOPE OF SERVICES

1.1 Description of Service

1.1.1 Boss Leads, LLC (“Boss Leads”) provides web-based data, consumer data, business data, or enhanced data and any related content or documentation (the “Service”).

1.1.2 Services are accessed via API or non-API at www.BossCenter.com.

1.1.3 The specific services provided are outlined in an Order Agreement Exhibit A (each, an “Order”).

1.2 Access, Use Restrictions, and Data Governance

1.2.1 Customer agrees to: (a) Use the Service only for lawful internal business purposes and in compliance with all applicable laws and regulations. (b) Not scrape, data mine, extract, or harvest data from the Service. (c) Not reproduce, duplicate, sell, or sublicense the Service or any proprietary data. (d) Not attempt to reverse-engineer, modify, or disrupt the Service in any way. (e) Ensure only Licensed Users access the Service and promptly remove access for users no longer authorized. (f) Maintain compliance with all applicable privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) and General Data Protection Regulation (GDPR). (g) Ensure that any data appended to Boss Leads’ ecosystem originates from verified, lawful sources and includes requisite permissions for processing and augmentation. (h) Log and monitor any and all search processes executed within Boss Leads systems, ensuring such use is explicitly in line with agreed-upon purposes. (i) Be responsible for maintaining the security of its own access credentials and ensuring compliance with Boss Leads’ login and security requirements. (j) Terminate access for Licensed Users who are no longer employees or affiliates of Customer. (k) Acknowledge that Boss Leads may seed data to detect potential misuse.

ARTICLE 2 – SERVICE MODIFICATIONS & AVAILABILITY

2.1 Changes to Service

2.1.1 Boss Leads reserves the right to modify, discontinue, or restrict access to any part of the Service at any time, including updates for regulatory compliance, security improvements, or service enhancements.

2.2 Service Availability

2.2.1 Boss Leads will exercise commercially reasonable efforts to ensure the Service is available 24/7, subject to scheduled maintenance and unforeseen disruptions.

2.2.2 However, availability is not guaranteed, and Boss Leads is not liable for service interruptions.  The Customer acknowledges that the Internet is neither owned nor controlled by any one entity, and access may not be uninterrupted.

ARTICLE 3 – FEES & PAYMENT TERMS

3.1 Fees

3.1.1 Customer agrees to pay all applicable fees as outlined in the Order.

3.1.2 Fees may be modified with prior written notice. Continued use of the Service after such notice constitutes acceptance of fee changes.

3.1.3 Customer shall pay all applicable taxes and duties related to the Service.

3.1.4 Any additional time-and-materials services requested by the Customer shall be billed separately at Boss Leads’ standard hourly rates.

3.2 Late Payments

3.2.1 Failure to pay fees within 15 business days of the due date may result in: (a) Suspension of access to the Service until payment is received. (b) A late fee of 1.5% per month or the highest rate permitted by law. (c) Possible termination of the Agreement.

ARTICLE 4 – DATA SECURITY & COMPLIANCE

4.1 Privacy & Security Measures

4.1.1 Boss Leads implements reasonable technical and organizational security measures to protect data. However, Customer acknowledges: (a) It is responsible for maintaining the security of its own access credentials. (b) It must comply with all applicable data privacy regulations, including honoring consumer opt-out requests, safeguarding appended data, and implementing consumer data deletion procedures as required by law. (c) It is accountable for ensuring data provided by the Customer for appending purposes is vetted, lawful, and compliant with applicable regulatory requirements.

4.2 Compliance with Laws

4.2.1 Customer agrees to: (a) Comply with all applicable laws related to consumer data privacy, security, and ethical data use. (b) Not use the Service for any purpose covered by the Fair Credit Reporting Act (FCRA) or other laws governing creditworthiness assessments. (c) Provide certifications, upon request, demonstrating lawful consent for the processing and use of any third-party data the Customer submits to Boss Leads for appending. (d) Maintain and enforce internal policies that align with Boss Leads’ privacy and security policies.

ARTICLE 5 – CONFIDENTIALITY

5.1 Confidential Information

5.1.1 The Service, data, and all related information are considered Confidential Information of Boss Leads.

5.1.2 Customer shall not disclose, share, or misuse any Confidential Information.

5.1.3 Customer agrees to notify Boss Leads immediately in the event of a suspected breach of confidentiality.

ARTICLE 6 – LIMITATION OF LIABILITY

6.1 Disclaimer of Warranties

6.1.1 The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

6.2 Limitation of Liability

6.2.1 In no event shall Boss Leads be liable for: (a) Any indirect, incidental, special, punitive, or consequential damages. (b) Loss of profits, business opportunities, or data. (c) An amount exceeding the fees paid in the 12 months preceding the claim.

6.3 Indemnification

6.3.1 Customer shall indemnify, defend, and hold harmless Boss Leads from any claims arising out of: (a) Customer’s misuse of the Service. (b) Violations of data privacy laws by Customer. (c) Unauthorized distribution, alteration, or appending to Boss Leads’ proprietary data. (d) Any inaccuracies, misuse, or breaches stemming from external datasets provided for appending.

6.4 Class Action and Collective Arbitration Waiver

6.4.1 To the maximum extent permitted by applicable law, neither the Customer nor Boss Leads shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities, or participate in any collective arbitration or arbitrate or litigate any dispute in a representative capacity, including as a represented member of a class or in a private attorney general capacity. Any and all such rights are hereby expressly and unconditionally waived.

ARTICLE 7 – DATA MONITORING, AUDITS & TERMINATION

7.1 Term & Renewal

7.1.1 This Agreement remains in effect for one (1) year and automatically renews unless terminated with 90 days’ notice prior to renewal.

7.2 Grounds for Termination

7.2.1 Boss Leads may terminate or suspend access if: (a) Customer breaches any provision of this Agreement. (b) Customer fails to pay fees on time. (c) Customer’s usage poses a security risk, violates data compliance laws, or involves non-certified appended data. (d) Upon termination, Customer must cease all use of the Service and delete any stored data. (e) Any appended data processed by Boss Leads systems must be purged, and the Customer shall certify compliance with data deletion requests.

7.3 Data Monitoring and Audit Rights

7.3.1 Boss Leads reserves the right to: (a) Audit Customer activities, searches, and appended records for compliance with this Agreement. (b) Investigate and act upon any signals of misuse, such as exploring unauthorized search patterns or improper integration of external datasets.

ARTICLE 8 – EXPORT CONTROL & LEGAL RESTRICTIONS

8.1 Export Restrictions

8.1.1 Customer agrees not to export or re-export Boss Leads data or services to any country under U.S. export control restrictions or trade sanctions.

ARTICLE 9 – GENERAL TERMS

9.1 Governing Law & Dispute Resolution

9.1.1 This Agreement is governed by Colorado law. Any disputes shall be resolved exclusively in the state or federal courts located in Boulder County, Colorado.

9.2 Proprietary Rights

9.2.1 Boss Leads retains exclusive ownership of all proprietary data, technology, and enhancements made through appending or internal processing systems.

9.3 Publicity Restrictions

9.3.1 Customer may not use Boss Leads’ name in advertising, press releases, or promotional materials without prior written consent.

9.4 Notices

9.4.1 Any written notice required under this Agreement shall be deemed delivered: (a) Upon delivery if delivered in person. (b) Three (3) business days after deposit in certified mail. (c) Upon transmission if sent via email.

9.5 UCITA Disclaimer

9.5.1 The parties agree that the Uniform Computer Transactions Act (UCITA) shall not apply to this Agreement.

9.6 FCRA Prohibition

9.6.1 Under no circumstances shall Customer use the Boss Leads Data for: (a) Consumer creditworthiness or credit approvals. (b) Employment or insurance eligibility determinations. (c) Any purpose governed by the Fair Credit Reporting Act (15 USC § 1681 et seq.).

9.7 Assignment & Transfer

9.7.1 Customer may not assign this Agreement without written consent from Boss Leads. Boss Leads may transfer or assign this Agreement at its discretion.

9.8 Force Majeure

9.8.1 Neither party shall be held liable for delays due to circumstances beyond its reasonable control, including natural disasters, government actions, or internet failures.

9.9 Entire Agreement

9.9.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations.

9.10 Derived Insights and Signals

9.10.1 Notwithstanding any other provision of this Agreement, Boss Leads reserves the right to utilize data provided by the Customer to generate aggregated, anonymized, or derivative insights, trends, or signals that do not identify or reference any individual data points or personally identifiable information. All such derived insights and signals shall be the sole and exclusive property of Boss Leads and may be used for any lawful business purpose, including, but not limited to, service enhancements, analytics, benchmarking, and the development of new products or offerings. Any such use shall strictly comply with all applicable data privacy laws and shall not disclose any Customer Confidential Information.