Lead Sherpa Support

This AGREEMENT ("Agreement") is entered into as of the date signed by the last party, by and among Lead Sherpa, Inc., having an office at 710 Kipling St. Suite 306, Lakewood, CO 80215, and the party identified as "Customer" in Section 17 of this Agreement (each, a "Party" and collectively, the "Parties"). The effective date of this agreement is set forth in Section 17 ("Effective Date").

WHEREAS, Lead Sherpa, Inc. procures, compiles, owns, and maintains various proprietary databases, which it uses to provide a variety of information-related products and services; and

WHEREAS, Customer desires to access and use Lead Sherpa, Inc. products for its internal business purposes, and Lead Sherpa, Inc. agrees to permit Customer to access and use Lead Sherpa, Inc.'s products under the terms and conditions herein;

THEREFORE, in consideration of the mutual covenants hereinafter described and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.    DEFINITIONS

All capitalized terms shall have the meanings as follows:

“Affiliate” means any entity which directly or indirectly (through one (1) or more intermediary) controls, or is controlled by, or is under common control with, a Party. For the purposes of this definition, “control” means:  (a) in the case of corporate entities, direct or indirect ownership of fifty percent (50%) or more of the stock or shares entitled to vote for the election of the board of directors or the governing body of the entity; and (b) in the case of non-corporate entities, direct or indirect ownership of fifty percent (50%) or more of the equity interest. 

“All Applicable Laws” means all applicable existing and new laws, rules, and regulations, as amended from time to time, which may include, without limitation, the National Do Not Call Registry, the Telephone Consumer Protection Act (47 U.S.C.  227), and the CAN-SPAM Act (16 CFR PaUW 316).

“Confidential Information” means all information disclosed in the performance of this Agreement orally or in documents or other tangible materials, whether marked “CONFIDENTIAL” or not.  “Confidential Information” shall not include any information that: (a) the receiving party knew at the time of disclosure as evidenced by written documentation, (b) is within the public domain through no breach of this Agreement by the receiving party, (c) the receiving party received/receives from a third party without breaching an obligation owed to the disclosing party, (d) was independently developed by or for the receiving party without reference to the Confidential Information disclosed hereunder, or (e) disclosure is compelled through legal process. Notwithstanding the forgoing, Confidential Information shall be deemed to include the existence and terms of this Agreement, all Lead Sherpa Inc. databases, the data contained in such databases, and the methods and processes used by Lead Sherpa, Inc. in gathering, compiling, and maintaining such data or in providing the Lead Sherpa, Inc. Products. 

“FCRA” means the federal Fair Credit Reporting Act, as passed in 1970 and as amended, relating to, among other things, the creditworthiness of a consumer. 

“FCRA-Permissible Purposes” means those permissible purposes, as defined in Section 604 of the FCRA.

“Fees” means the fees to be paid to Lead Sherpa, Inc. as detailed in Exhibit A, plus any applicable government taxes, duties, or other charges.

“Lead Sherpa, Inc. Products” means any and all information derived therefrom, irrespective of the means of access (e.g., batch, API, transactional, etc.).

“Intellectual Property Rights” means any and all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights recognized under applicable law associated with or relating to Lead Sherpa, Inc.’s proprietary data, software, materials, products, technologies, processes, and methodologies, and all extensions, modifications, and enhancements thereto, and derivative works thereof.

“Permitted Industries” means Real Estate; provided Lead Sherpa, Inc. Products are not used for Prohibited Uses.

“Prohibited Companies” means: N/A

"Prohibited Uses" means the following uses by Customer: resellers, brokers, sales agents, or other third parties; Bulk Data Delivery; FCRA-Permissible Purposes; offering or reselling Lead Sherpa, Inc. Products to any third party; incorporating Lead Sherpa, Inc. Products into any products or services offered or sold by Customer's Affiliates; except as expressly permitted in the Agreement, output, resell, install, distribute, or provide access to Lead Sherpa, Inc. Products, or any portion or component thereof, to any third party; using Lead Sherpa, Inc. Products to enhance the Customer database; distribution to any third party (other than the Permitted Industries), including without limitation, any company or individual known or suspected to have been involved in credit fraud, unethical business practices, identity theft, harassment or stalking, and any company or individual listed as a Specially Designated National on the Office of Foreign Asset Control (OFAC) website; supporting directory assistance services.

“Real Estate” means real estate agencies, real estate agents, real estate brokerages, real estate brokers, and real estate investors

“Term” means the period commencing on the Effective Date and continuing in effect for twelve (12) months (“Initial Term”). Thereafter, this Agreement shall automatically renew for additional, successive twelve (12) month terms (“Additional Terms”) unless written notice of intent not to renew is provided by one party to the other at least sixty (60) days prior to the expiration of the then-current term (the Initial Term and the Additional Term(s), if any, individually and collectively the “Term”).

2.    TERM; TERMINATION

    2.1    Term. Unless terminated sooner in accordance with its terms, this Agreement will remain in full force and effect through the Term.

    2.2    Termination of Cause. In the event that a Party is in default of a material term or provision of this Agreement and fails to cure such default within thirty (30) days of receipt of written notice from the non-defaulting Party sufficiently specifying the nature of such material default, then the non-defaulting Party may immediately terminate this Agreement upon written notice, If the Agreement is terminated by Lead Sherpa, Inc. under this Section 2.2, all remaining Monthly Minimum Commitment fees are accelerated and due to Lead Sherpa, Inc. immediately prior to the effective date of termination.

    2.3    Termination for Convenience. Notwithstanding anything to the contrary herein, Lead Sherpa, Inc. may terminate this Agreement without cause upon thirty (30) days’ prior written notice to Customer. 

    2.4    Effect of Termination or Expiration. Upon termination or expiration of this Agreement: (a) Lead Sherpa, Inc. shall no longer permit access to Lead Sherpa, Inc. Products by Customer, (b) Customer shall pay to Lead Sherpa, Inc. all Fees incurred prior to the effective date of termination or expiration subject to Section 2.2, and (c) if Customer has any Lead Sherpa, Inc. Products in its possession, it will immediately destroy such Lead Sherpa, Inc. Products and certify such destruction to Lead Sherpa, Inc. in a writing signed by an executive officer of Customer. 

3.    LICENSE AND RESTRICTIONS

    3.1    License. During the Term and subject to the terms and conditions herein, Lead Sherpa, Inc. grants to Customer a limited, non-exclusive, non-transferable license to access and use Lead Sherpa, Inc. products solely within the United States, and solely as permitted in this Agreement.

    3.2    Compliance Laws. Customer will comply with All Applicable Laws.

    3.3    Prohibited Uses. Lead Sherpa, Inc.Products may not be used for prohibited purposes, whether individually or as part of Customer products. A Customer may not distribute Lead Sherpa, Inc. Products to a Prohibited Company.

    3.4     Suspension of Lead Sherpa, Inc. Products. Lead Sherpa, Inc. reserves the right to immediately suspend Customer’s access to Lead Sherpa, Inc. Products if Lead Sherpa, Inc. reasonably believes that Customer is not employing proper protocols to comply with this Agreement and/or security measures to comply with this Agreement.

4. SERVICES AND ENDPOINTS

4.1 Services. Subject to the terms and conditions of this Agreement, Lead Sherpa, Inc. shall provide Customer with access to the following services (collectively, the "Services"):

(a) Property Lookup: This service allows Customer to look up a property address, including an optional "best known" owner name and/or mailing address. For each address submitted, Customer will receive an overall disposition describing what information (if any) was found and any related property owners and their contact information.

4.2 Endpoints and Data Elements. As part of the Services, Lead Sherpa, Inc. shall provide Customer with access to various API endpoints and data elements. The available endpoints and data elements are detailed in the API documentation, which can be found at https://skipsherpa.com/api/schema/elements#/. Customer should refer to this documentation for the most up-to-date information on the endpoints and data elements included in the Services.

4.3 Documentation. Lead Sherpa, Inc. shall provide Customer with documentation describing the functionality and use of the Services and Endpoints (the "Documentation"). The Documentation shall be available in conjunction with the API documentation referenced in Section 4.2. Customer shall use the Services and Endpoints solely in accordance with the Documentation.

4.4 Access Profile. Customer's access to the Services and Endpoints shall be governed by an access profile determined by Lead Sherpa, Inc. This access profile shall specify:

(a) The types of searches Customer can perform.

(b) The specific data elements returned for each search type.

(c) Any masking or limiting of data elements or results.

Lead Sherpa, Inc. shall automatically include all data elements and includes set up in Customer's access profile in the API responses, without the need for Customer to add any specific includes or filters to the API call.

4.5 Changes to Services and Endpoints. Lead Sherpa, Inc. reserves the right to modify, update, or discontinue any part of the Services or Endpoints at any time. Lead Sherpa, Inc. shall provide Customer with reasonable prior notice of any material changes to the Services or Endpoints that may adversely affect Customer's use of the Services.

5. PRODUCTION AND TESTING ENVIRONMENTS

5.1 API Keys. Lead Sherpa, Inc. shall provide Customer with separate API keys for production and testing environments. The production API key shall be used for live, billable transactions, while the testing API key shall be used for testing and development purposes.

5.2 Testing Environment. New accounts include 50 test hits. Once the 50 test hits are used, the cost per Hit in the testing environment shall be the same as the cost per Hit in the production environment, as agreed upon by the parties. All Hits in the testing environment will be billable at this rate.

5.3 Testing Data. Lead Sherpa, Inc. makes no representations or warranties regarding the accuracy, completeness, or reliability of the data provided in the testing environment. The testing environment is provided solely to allow the Customer to test and develop its integration with the Services.

7.    DATA AND INTELLECTUAL PROPERTY RIGHTS

Lead Sherpa, Inc. retains all right, title, and interest under applicable contractual, copyright, patent, and related laws in Lead Sherpa, Inc. Products, the information contained therein, Lead Sherpa, Inc. hardware and software, databases, and all Intellectual Property Rights related thereto. Customer shall not, directly or indirectly, use, reproduce, re-transmit, re-publish, resell, license, sublicense, reverse engineer, derive other work from, or transfer Lead Sherpa, Inc. Products, or any information derived therefrom, for any purpose other than as expressly permitted in this Agreement.

8.    CONFIDENTIALITY

Each party agrees not to disclose the other’s Confidential Information and to protect its confidentiality using at least the same degree of care that the party uses to protect its own confidential information, which shall under no circumstances be less than reasonable, including not disclosing it to those employees unless there is a “need to know” and an obligation (evidenced in writing) to maintain the confidentiality. The obligation to protect Confidential Information shall survive expiration or termination of this Agreement. In the event that a party must disclose this Agreement, the terms herein, or other Confidential Information to a court or other governmental entity, the receiving party shall provide advance written notice to the disclosing party and shall reasonably cooperate with the disclosing party in ensuring that such disclosure is subject to a suitable protective order.

9.    REPRESENTATIONS AND WARRANTIES

    9.1    Lead Sherpa, Inc. Warranties. Lead Sherpa, Inc. warrants to Customer that: (i) it has full right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) the execution and delivery of this Agreement and the performance by Lead Sherpa, Inc. of its obligations hereunder do not and will not constitute any material breach of any agreement to which Lead Sherpa, Inc. is a party; and (iii) Lead Sherpa, Inc. shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and decisions (of courts or regulatory agencies of competent jurisdictions) in the performance of its obligations hereunder.

    9.2    Customer Warranties. Customer warrants to Lead Sherpa, Inc. that: (i) it has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution and delivery of this Agreement and the performance by Customer of its obligations hereunder do not and will not constitute any material breach of any agreement to which Customer is a party; and (iii) Customer shall comply with All Applicable Laws in the performance of its obligations hereunder.

    9.3    No Other Warranties. THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES LEAD SHERPA, INC. HAS GIVEN Customer WITH RESPECT TO THIS AGREEMENT OR ANY LEAD SHERPA, INC. PRODUCTS. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OF PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. LEAD SHERPA, INC. DOES NOT GUARANTEE AND EXPRESSLY DISCLAIMS THE ACCURACY, TIMELINESS, COMPLETENESS, OR CURRENTNESS OF THE LEAD SHERPA, INC.

10.     LIMITATION OF LIABILITY

SUBJECT TO THE EXCEPTIONS HEREIN, IN NO EVENT, SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY. IN ADDITION, SUBJECT TO THE EXCEPTIONS HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF THE FEES PAID BY Customer TO LEAD SHERPA, INC. UNDER THIS AGREEMENT. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO A PARTY’S BREACH OF ITS OBLIGATION IN SECTION 8 (CONFIDENTIALITY), WILLFULL MISCONDUCT, AND THE PARTIES OBLIGATIONS IN SECTION 11 (INDEMNIFICATION) OF THIS AGREEMENT.

11.    INDEMNIFICATION

Lead Sherpa, Inc.’s Indemnification. Lead Sherpa, Inc. shall indemnify, defend, and hold harmless Customer and its officers, directors, and employees, from and against any third-party claims arising out of or in connection with (i) Lead Sherpa, Inc.'s violation of any applicable federal, state or local law, regulation, rule, ordinance or judicial or administrative ruling applicable to Lead Sherpa, Inc. Products, or (ii) any breach of this Agreement by Lead Sherpa, Inc.

11.1 Customer's Indemnification. Customer shall indemnify, defend, and hold harmless Lead Sherpa, Inc. and its officers, directors, and employees, from and against any third-party claims arising out of or in connection with (i) Customer's use of Lead Sherpa, Inc. Products in violation of this Agreement; (ii) Customer's violation of any applicable federal, state or local law, regulation, rule, ordinance or judicial or administrative ruling; or (iii) any breach of this Agreement by Customer. Lead Sherpa, Inc. may, at its election, be represented by counsel of its choice and be present at all associated proceedings. Customer may not settle or consent to the entry of any judgment without the prior written consent of Lead Sherpa, Inc., which shall not be unreasonably withheld, conditioned, or delayed. Customer's indemnification obligations under this Section 11.1 are contingent upon Lead Sherpa, Inc. providing prompt written notice of the claim to Customer and cooperating with Customer in the defense and settlement of the claim.

12.    FORCE MAJEURE

If any Party to this Agreement is rendered unable, wholly or in part, by force majeure to carry out its obligations under this Agreement, that Party shall give to the other Party prompt written notice of the force majeure with reasonably full particulars concerning it; thereupon the obligations of the Party giving the notice, so far as they are affected by the force of majeure, shall be suspended during, but no longer than, the continuance of the force majeure. The affected Party shall use all commercially reasonable diligence to remove the force majeure situation as quickly as practicable. The term “force majeure,” as herein contemplated, shall mean an act of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, earthquake, explosion, unavailability of equipment or supplies and any other cause, whether of a kind specifically enumerated above or otherwise which is not reasonably within the control of the Party claiming suspension.

13.    AUDIT

During the Term and for one (1) year thereafter, upon two (2) business days prior written notice and no more than twice annually during any calendar year (unless a breach is discovered, in which case Lead Sherpa, Inc. may undertake reasonable follow-up audits), and during normal business hours, Customer shall permit representatives of Lead Sherpa, Inc. to audit and inspect Customer’s books, records, facilities and other information related to this Agreement to ensure compliance with the terms of this Agreement.

14.    PUBLICITY

Customer shall not advertise, or otherwise disclose to any third party, that Lead Sherpa, Inc. is the source of the Lead Sherpa, Inc. products or any information derived therefrom unless Customer first obtains the express, prior written permission of Lead Sherpa, Inc.

15. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without regard to any conflicts of law. Any disputes regarding the Agreement will be adjudicated in the District Court for Jefferson County, Colorado. In the event of any litigation or other legal proceedings between the Parties, the prevailing party shall be entitled to reasonable attorneys' fees and all costs of the proceedings incurred in enforcing this Agreement.

16. DISPUTE RESOLUTION

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by mediation administered by the American Arbitration Association in accordance with the provisions of its Commercial Mediation Procedures. The parties agree to share equally in the costs of the mediation. 

If the parties are unable to resolve the dispute through mediation, either party may initiate litigation only in the District Court for Jefferson County, Colorado, pursuant to Section 15 of this Agreement.

17. NOTICES

All notices to be given hereunder shall be in writing, shall be effective when received, and shall be delivered personally, by email (with confirmation of receipt), by registered or certified mail (return receipt requested), postage prepaid, or by reputable express courier service (receipt verified), to the Parties at the addresses set forth below or at such other address for a Party as shall be specified by like notice.

Customer Address:

Email:

Attn: 

Lead Sherpa, Inc. Address:

710 Kipling St., Suite 306

Lakewood, CO 80215

Email: legal@leadsherpa.com

Attn: Jason Nickel

Notices sent by email shall be deemed received on the day they are sent if sent during normal business hours of the recipient and on the next business day if sent after normal business hours of the recipient. Notices sent by registered or certified mail or by express courier service shall be deemed received on the date of delivery as indicated on the return receipt or courier service receipt.

18.    INDEPENDENT CONTRACTORS

The Parties are independent contracting entities, and there is no partnership or agency relationship between them. Neither party will represent to third parties that it is the agent or representative of the other.

19.    MISCELLANEOUS

19.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreements between the Parties with respect to this subject matter. Any amendment shall be in writing and signed by authorized representatives of all Parties. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

19.2 Those provisions of this Agreement that by their nature survive termination shall remain effective, including, without limitation, Section 2.4 (Effect of Termination or Expiration), Section 7 (Data and Intellectual Property Rights), Section 8 (Confidentiality), Section 9 (Representations and Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Audit), Section 14 (Publicity), and Section 19 (Miscellaneous).

19.3 This Agreement may not be assigned or otherwise transferred by Customer without the prior written consent of Lead Sherpa, Inc., which may be withheld in Lead Sherpa, Inc.’s sole discretion.

19.4 If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the same shall not affect any of the other portions of the Agreement. Failure or delay by either Party in exercising any right hereunder shall not operate as a waiver of such right. The headings used in this Agreement are for reference purposes only and shall not be deemed a substantive part of this Agreement.

19.5 This Agreement may be executed via electronic transmission (PDF) and in any number of counterparts, each of which may be executed by less than all of the Parties hereto, each of which shall be enforceable with respect to the Parties actually executing such counterparts, and all of which together shall constitute one document. The Parties hereby agree that signatures transmitted and received via electronic means shall be treated for all purposes of this Agreement as original signatures and shall be deemed valid, binding, and enforceable by and against both Parties.

19.6 This Agreement results from negotiations between the Parties and accordingly shall not be construed for or against either Party, regardless of which Party drafted the Agreement or any portion thereof.

19.7 No express or implied waiver by either of the Parties to this Agreement of any breach of any term, condition, or obligation of this Agreement by the other Party shall be constructed as a waiver of any subsequent breach of that or any other term, condition, or obligation.