Verse Agreement

This Verse Lead Qualification Agreement is made (“Agreement”) and entered into as of
by and between Agentology Inc., dba, (“Verse”) and
Verse and Client are alternatively referred to herein as the “Parties” or “Party”.
1. Defined Terms

“Access Information”: user name, password, and other log-in information for access to the Verse Solution.

“Affiliate”: an entity that, directly or indirectly controls, is controlled by, or under common control with, a Party to this Agreement, as represented by ownership of at least 20% of the voting stock (or other similar ownership interest if not represented by stock) of another entity.

“Content”: text, images, graphics, photos, video, audio, Leads, and any other content, information or data (including transaction data), created, derived or received from, transmitted to, or accessible via use of the Verse Solution. The term “Content” includes Content originating or derived from Client’s use of the Verse Solution and/or Other Applications.

“Lead”: prospective customer sent by Client to Verse via electronic delivery with the express intent for Verse to engage with that prospective customer via text (SMS), phone or email in order to qualify the customer as a legitimate sales opportunity for the Client.

“Lead Transmission Fee”: Fees associated with engagement, qualification and nurturing of Leads sent to Verse.

“Other Applications”: online or offline software, websites, products, platforms, services, functionality, hardware, networks, and Content not developed or provided by Verse, including any of the foregoing that is owned or licensed by Client or other party, or that is processed, made available, or enabled for use and display, via the Verse Solution. The term “Other Applications” includes without limitation customer relationship management (CRM) solutions, Lead sources, and the data, services and products of real estate agencies and the entities described at

“Platform Fee/Package Fee”: Fee for access to the Verse Solution, paid semi-annually, annually or quarterly and includes minimum Lead Transmission Fees per package level as detailed in the Quote Provided on page one.

“Privacy Policy”: privacy policy available at , and may be amended on one or more occasions.

“Subject Matter”: This Agreement, Verse Terms of Service, Verse Privacy Policy, Content, Other Applications and Verse Solution.

“Support Services”: services we may agree to perform to enable the training, setup, integration, use, maintenance and/or support of the Verse Solution, which may include chat/phone interaction, support, consulting, professional services, and updates of the Verse Software, if any.

“Verse Service”: the online and offline services provided by Verse, as such services may be updated or modified by Verse in its sole discretion on one or more occasions, including via servers hosted by Verse and via Verse staff.

“Verse Software”: software applications and tools, documentation, application programming interfaces and other materials, information and data we may make available to Client, all as may be updated or modified by us in Verse’s sole discretion on one or more occasions.

“Verse Solution”: the Verse Service, Verse Software, Support Services, and the websites, features, functionality, data, applications, services and Content that we may make available.
“Unused Lead Rollover”: Shortage of Lead Transmissions in relation to the plan selected over any given month of service.

2. Lead Program and Payment

2.1 Subscriptions. By subscribing to Verse Solution, Client agrees to a minimum subscription term of twelve (12) months, during which Client may either prepay for the originating 6 or 12 months of services up front or be obliged to maintain a valid payment method (credit card, debit card or ACH) on file to fulfill payments for services during the subscription period. Subscriptions are billed on a quarterly basis on the 90 day anniversary of the Effective Date, with the exception of the 6 or 12 month prepayment option, which will automatically renew as an annual service charge after the minimum subscription term is met (12 months after services begin). Other than as required by applicable law, Verse does not retain hard copies or electronic versions of mandate, standing order or standing instruction forms and/or any signed consents relating to Client’s usage of Verse automatic renewal services, and we are therefore unable to provide any such document upon request. By providing Verse with a billing account, Client represents and warrants that Client: (a) is authorized to use the billing account that Client provided and that any payment information Client provides is true and accurate; and (b) authorize Verse to charge Client using its billing account.

2.2 Lead Transmission. The Parties will set up an electronic method for Client to forward Leads to Verse. All Leads provided by Client will have agreed to be contacted for engagement and qualification as described herein, including in Section 5.1, and as defined in the Scope of Work in Exhibit A, attached and incorporated hereto.

2.3 Subscription Payment. Annual subscription to the Verse Solution is made up of the Platform Fee or Package Fee and is detailed on the Quote Provided. Per Section 2.1, payment for the annual subscription may be paid semi-annually, annually or quarterly. Lead Transmission Fees may be paid up front as a prepayment for Lead Transmissions and/or in arrears at the end of each month. All due payments will be automatically paid via the payment method on file within seven days after that invoice is sent to Client.

2.4 Orders. All payments are non-refundable and are exclusive of bank service fees or currency exchange settlements. In the event said Client is delinquent in the payment of any invoice, Verse may, at its option, suspend access to the Verse Solution until such payments are made in full. Payments to Verse will be made without deduction, counterclaim or set-off of any kind. Verse does not provide price protection or refunds in the event of promotions or price decreases. Any payments that are not timely paid as provided hereunder shall bear compound interest at the rate of the lower of (a) 1.5 percent per month; or (b) the highest rate permitted by applicable law.

2.5 Billing Errors. If Verse makes an error on a charge to Client’s billing account, Client must contact Verse with the details within 60 days from when the error first appears on Client’s billing statement. If Client does not inform Verse of the issue within that time, Client releases Verse from all liability and claims of loss resulting from the error and Verse will not be required to correct the error or provide a refund.

2.6 Taxes. Client will bear and be responsible for the payment of all taxes, including all sales, use, value-added, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with this Agreement or provision Verse Solution (excluding only taxes based on Verse’s net income). If Verse is required to pay or collect any such taxes or other charges for which Client is responsible under this section, the appropriate amount will be invoiced to and paid by Client.

2.7 Expenses. Either Party shall not reimburse or pay the other Party for any expenses or other costs incurred in connection with this Agreement.

2.8 Hold. Client may place their account on hold at any time during the agreement. Hold fee is the greater of $500 or $2.25/lead that is being nurtured. Placing the account on hold extends the contract by the length of the hold period of time. Hold will remain in place for up to 90 days at which time the account will resume full services.

2.9 Unused Lead Rollover. In the event the Lead Transmissions received over any month of services are lower than the amount of Lead Transmissions in the plan level selected by the client, the amount of the shortage will be applied to the Client’s account in the form of a Lead Transmission Credit to apply towards future Lead Transmissions. These Lead Transmission Credits will expire 3 months from the date they were accrued onto the account. Client may draw down Lead Transmission Credits with overages in Lead Transmissions from regular services as well as with bulk loaded or database Lead Transmissions via csv.

3. Termination

3.1 Term. Access to the Verse Solution commences on the Effective Date and will continue in effect during the term of the subscription. Client may cancel the subscription by sending an email (or correspondence in writing) to [email protected] or by contacting their Account Manager or Customer Service Manager. Client must cancel the subscription within 30 days of the expiration of the term of the Agreement to avoid being billed for the renewal. Client is not entitled to any pro-rata or partial refunds for mid-cycle cancellations.

3.2 Termination Provisions.

3.2.1 Any Party may terminate this Agreement within 30 days of the expiration of the term of the Agreement by providing written notice to the other Party. If Client wishes to terminate after the Evaluation Period, but prior to the period described above, Client will be obligated to pay fifty percent (50%) of the remaining balance of their Annual Agreement/Commitment Subscription. As an example, if a customer has an annual Subscription Payment of $30,000 and wishes to terminate their annual agreement with six months remaining on the agreement, they will be required to pay Verse $7,500 to effectuate the early termination.

3.2.2 This Agreement may be terminated by any Party upon thirty (30) days written notice to the other parties in the event of a material breach of a provision of this Agreement, provided that during the thirty day period, the breaching Party fails to cure such breach.

3.2.3 Verse may additionally terminate a subscription in the event Client’s manner of using the Verse Solution exceeds normal and reasonable usage, including via unauthorized automated (non-human) initiated requests, or otherwise, and such excessive or detrimental use has not been corrected by Client within fourteen days of written notice to Client. Verse may additionally terminate a subscription upon written notice to Client if Client (a) becomes the subject of a legal proceeding under a law relating to insolvency or bankruptcy; or (b) property becomes under the control of a custodian or equivalent under applicable law, or property is assigned for the benefit of creditors; or (c) generally fails to pay Verse invoices as they become due.

3.2.4 Verse may terminate Client account or access for cause, including without limitation for: (a) abuse of Verse resources or any attempt to gain unauthorized entry to the Verse Solution; (b) use of the Verse Solution in a manner inconsistent with its purpose; or (c) requirements of or for failure to comply with applicable law, regulation, court or governing agency order, or ethical requirements. Verse may in addition terminate the availability of the Verse Solution for Verse’s own business reasons, including if Verse elects to cease being in the business of providing such services or if the owners of Other Applications make continued operation commercially impracticable or unreasonable. After account termination, Client will not attempt to register a new account without Verse’s permission.

4. Confidential Information.

4.1 “Confidential Information” means information belonging to or in the possession of a Party or a Party’s Affiliate that is confidential and/or a trade secret and is furnished or disclosed to the other Party or the other Party’s Affiliate under this Agreement (including information exchanged in contemplation of entering into this Agreement) whether in tangible or intangible form that either is of a nature that a reasonable person would understand to be confidential or a trade secret or is identified as confidential or a trade secret in a writing provided to the receiving Party within 30 business days after disclosure. Each Party’s products and services and any information in any format related thereto are Confidential Information regardless of whether or how they are marked.

4.2 Exclusions. Confidential Information does not include any information that, as evidenced by written documentation: (i) is already known to the receiving Party without restrictions at the time of its disclosure by the furnishing Party; (ii) after its disclosure by the furnishing Party, is made known to the receiving Party without restrictions by a third Party having the right to do so; (iii) is or becomes publicly known without violation of this Agreement; or (iv) is independently developed by the receiving Party without reference to the furnishing Party’s Confidential Information.

4.3 Standard of Care. Confidential Information will remain the property of the furnishing Party, and the receiving Party will not be deemed by virtue of this Agreement or any access to the furnishing Party’s Confidential Information to have acquired any right, title or interest in or to the Confidential Information. The receiving Party agrees: (i) to hold the furnishing Party’s Confidential Information in strict confidence affording the furnishing Party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving Party normally uses to protect its own information of a similar character, but in no event less than reasonable care; (ii) to limit disclosure of the furnishing Party’s Confidential Information to employees having a need to know the information for the purposes of this Agreement; (iii) not to disclose any such Confidential Information to any third Party; (iv) to use the furnishing Party’s Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations and exercise its rights under this Agreement; and (v) to notify the furnishing Party promptly of any unauthorized use or disclosure of the furnishing Party’s Confidential Information and cooperate with and assist the furnishing Party in every reasonable way to stop or minimize such unauthorized use or disclosure.
4.4 Compelled Disclosure. Unless otherwise prohibited by law or order, if the receiving Party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing Party’s Confidential Information, the receiving Party will promptly notify the furnishing Party. If requested, the receiving Party will provide reasonable cooperation to the furnishing Party in resisting or limiting the disclosure at the furnishing Party’s expense.

4.5 Return or Destruction. Upon termination or expiration of this Agreement, the receiving Party, at the furnishing Party’s option, will return or destroy all Confidential Information of the furnishing Party except for copies maintained in accordance with standard data retention policies and procedures.

4.6 Relief. Each Party agrees that if a court of competent jurisdiction determines that the receiving Party has breached, or attempted or threatened to breach, any of its confidentiality obligations to the furnishing Party or the furnishing Party’s proprietary rights, money damages will not provide an adequate remedy. Accordingly, the furnishing Party will be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations.

4.7 Confidentiality of this Agreement. The Parties agree that the terms and conditions of this Agreement and the related negotiations between the Parties with respect to this Agreement will be treated as confidential.

4.8 Scripts. Verse agrees that any and all scripts provided by and/or created for Client will not be used for any other clients and any scripts provided by Client will remain the property of Client. Such scripts will be used solely for the purpose of engaging and qualifying the Leads for Client.

5. Use of the Verse Solution.

5.1 Communications. Client represents and warrants that it has obtained and documented all consents required from third parties to permit them (or their agent) to contact Leads for any purpose, including via phone, text (SMS) and email, and through the use of automated processes or technology as required by all applicable laws or regulations, including the US Telephone Consumer Protection ACT (TCPA), the US CAN-SPAM Act, and the Canada Anti-Spam Law. Client agrees that to the extent Verse contacts or assists in contacting third parties on Client’s behalf, that Verse is acting as Client’s agent in connection with such contact, and that Client will be the maker, initiator and/or sender of any calls, texts and/or emails, and not Verse. Client also agrees that Verse will use the Lead’s area code to determine time zone unless Client specifically designates the Lead’s time zone, in which case Verse will rely upon Client’s representations to time zone. Client represents and warrants that it has provided any required notices and obtained all required consents to contact a Lead under all applicable laws. Client agrees that Verse shall have no liability to Client, Client’s business Leads or any third parties that arises from or relates to Client’s failure to comply with applicable laws, obtain any consents, provide any required notices, or determine the correct time zone for a Lead, as required by this section.

5.2 Necessary Systems. Access to and ability to effectively use the Verse Solution is conditioned on Client’s procurement of all necessary system, hardware, software, operating environment, Other Applications, connectivity, and network access. Client acknowledges that use of the Verse Solution requires connection to, and data transfers over, the network and therefore may impact Client’s data usage charges imposed by Client’s wireless operator or other service provider, and may impact usage limitations imposed by Other Applications. Client hereby waive and release any claims it may have against Verse arising or resulting from use, misuse, alteration or loss of Other Applications.

5.3 Feedback. Client agrees that Verse may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, reviews, ratings, comments, suggestions, or improvements that Client, or any employee or agent thereof, may at any time disclose or submit to Verse relating to the Verse Solution for Verse’s business purposes, including for product licensing, support and development, without any obligation or payment to Client.

5.4 Information. Client hereby consents to Verse’s collection and use of anonymized data (including meta-data, analytical, diagnostic and technical data, and usage statistics) concerning or arising from Client’s use of the Verse Solution in order to provide the functionality of and improve the Verse Solution, for product development and marketing purposes, to protect against spam and malware, and for verifying compliance.
5.5 Unauthorized Use. Client will not use the Verse Solution or participate in any activities via the Verse Solution in a manner that is likely to be prohibited by law or this Agreement or violative of third party rights in any applicable jurisdiction, including intellectual property rights. Client’s use of the Verse Solution must be in full compliance with applicable law, including without limitation, as applicable, the US Telephone Consumer Protection Act, the US CAN-SPAM Act, and the Canada Anti-Spam Law. Client will not use, or enable or permit the use of the Verse Solution to store or transmit infringing, libelous, offensive or otherwise unlawful or tortious material or data or in violation of privacy rights, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. Client will not use or access the Verse Solution: (a) if Client is a direct competitor of Verse or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

5.6 Account Data. Verse has no responsibility or liability for the deletion or failure to store any Content. Client acknowledges and agrees that Verse is under no obligation to compile and return Content to Client, including if Client elects to cancel account, except as otherwise agreed to in writing by the Parties.

5.7 Responsibility for Content. Client’s Content is its sole responsibility and the responsibility of the user from which such Content originated. Verse will have no responsibility or liability for the deletion or failure to store any Content or user data. Verse reserves the right to mark as "inactive" and archive accounts that are inactive for an extended period of time. It is Client’s sole responsibility to back up its Content and end user data. Verse may preserve and disclose any Content if required to do so by law or judicial or governmental mandate or as reasonably necessary to protect the rights, property or safety of Verse, its users and/or the public. Verse may terminate Verse Solution access, and disable Verse Software, in response to a violation or suspected violation of these Terms.

5.8 Use of Content. Client will bear all risks associated with the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. Verse may refuse or delete any Content, including Content of which it becomes aware that fails to fulfill the purpose of the Verse Solution, is in breach of these Terms, is otherwise contrary to law, or is otherwise inappropriate in Verse’s discretion. Verse does not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will Verse be liable in any way for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. Verse will have no obligation or liability to maintain, store, or license Content, protect and maintain Content owners’ intellectual property rights, or to enforce these Terms. Client hereby waives and releases any claims it may have against Verse arising or resulting from use or misuse of Content or Client’s inability to effectively use Content, its failure to comply with these Terms, or for any act, omission, or conduct of any Verse Solution user.

5.9 License to Content. Client hereby grants to Verse the perpetual, irrevocable, worldwide, no-charge, royalty-free, transferable, sublicensable, non-exclusive right and license to use, distribute, reproduce, modify, display, and make derivative works of its Content for any commercial or non-commercial purposes, including for the purpose of providing and promoting the Verse Solution.

5.10 Verse Representations, Warranties and Covenants. Verse hereby represents and warrants that (a) it does not, and will not, provide services contemplated hereunder using an automated telephone dialing system, defined under TCPA (an “ATDS”); (b) it will comply with all applicable laws and regulations, including but not limited to the TCPA, the US CAN-SPAM Act, and the Canada Anti-Spam Law; (c) it will comply with all requests by recipients to not be further contacted and will provide any such notices to Client.

6. Use of Proprietary Property. No Party is authorized to use trademarks, trade names, service marks, copyrights, logos and other proprietary property of the other Party without the consent of said Party in writing.

7. Notice. Any notice or other communication required or permitted to be given to the parties hereto shall be deemed to have been given on the date of service if served personally on the Party to whom notice is to be given or sent by email, or 72 hours after mailing if mailed to the Party to whom notice is to be given by depositing it in the United States mail, either by certified or registered mail, first class postage prepaid, to the addresses contained on the signature page of this Agreement.

8. Arbitration.

8.1 Disputes. Any disputes between or claims brought by Client or Verse arising out of or related to the Subject Matter, including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the enforceability of this section 9 and the arbitrability of any disputes (subject to sections 9.5 and 9.6 below) will be referred to and finally settled by (1) informal means as set forth in section 9.3, and if such means are unsuccessful at resolving the dispute(s), (2) binding arbitration as specified in this section 9.
8.2 Arbitration. Arbitration pursuant to this section will be conducted before a single arbitrator conducted by the American Arbitration Association (AAA), in accordance with (except as inconsistent with this section 9) the AAA Commercial Arbitration Rules in effect at the time of arbitration. Venue for the arbitration will be in San Diego, California. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of law provisions of any state or jurisdiction. The Parties agree that this section 9 states the exclusive means of resolving disputes between the parties regarding the Subject Matter.

8.3 Resolutions. Except for actions or claims described in section 9.6, Parties will first try to resolve dispute(s) informally and neither Party may start a formal arbitration proceeding for at least thirty days after one Party notifies the other of a dispute in writing. Notice of the dispute will include a brief written statement that sets forth the name, address, and contact information of the Party giving it, the facts giving rise to the dispute, and the relief requested.

8.4 Arbitration Process. The arbitration will be conducted without in-person appearances (as in a live hearing) if (1) the credibility of testifying witnesses is unnecessary to the resolution of the dispute; (2) the parties agree to waive in-person appearances; (3) the applicable arbitration rules permit waiver of or otherwise don’t require in-person appearances; (4) the claim does not exceed $10,000; or (5) the arbitrator determines that in-person appearances are unnecessary or unhelpful, or would be burdensome to any of the parties to the arbitration or to their staff. If in-person appearance is required, such hearings will be held via videoconference unless the arbitrator determines, in the arbitrator’s reasonable discretion, that a videoconference is not suitable. For clarity, nothing in these terms abrogates either party’s right to a transcription of all arbitration proceedings at such party’s own expense.

8.5 Rights. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. The validity and effectiveness of this section 9.5 is not arbitrable.
8.6 Preclusions. Notwithstanding the foregoing, nothing in this section 9 will preclude the right and ability of either party to bypass arbitration and file and maintain at any time: (1) an individual action in small claims court; (2) an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto; and (3) an action claiming infringement or misappropriation of intellectual property rights in any court of competent jurisdiction under the laws applicable thereto. Such actions, either Party’s right to pursue such actions, and the validity and effectiveness of this section 9.6 are not arbitrable. For clarity, nothing in this Agreement will be construed as either Party’s consent to the exercise of the jurisdiction of any court except as set forth above.

9. Relationship of Parties. No Party is an agent of any other Party. At no time shall a Party make any promises, commitments, contracts or warranties or representations, either express or implied, pertaining to the products and services of another Party. Severability. If any provision, section, or sub-section of this Agreement is held invalid or unenforceable, such portion will be severed from this Agreement, and the remaining provisions of this Agreement shall not be affected thereby.

10. Relationship. The Parties’ relationship to each other is that of independent contractors and nothing contained herein shall be construed as creating a partnership, joint venture or employer-employee relationship between the Parties or between one Party and the employees of the other Parties. Compliance with Laws. Each Party will comply with all federal and state laws, rules, regulations, and ordinances applicable to its performance under this Agreement.


12. Indemnification. Client hereby agrees to fully indemnify, defend and hold harmless Verse, its affiliates, and its officers, directors, employees and agents , from and against any and all claims, losses, damages, judgments, awards, costs, liabilities, expenses, sanctions, and fees (including reasonable in-house and external legal fees and costs) directly or indirectly caused by or incurred by reason of a third party allegation, lawsuit, claim or proceeding, arising out of or related to (a) Other Applications; (b) breach of this Agreement; (c) infringement of intellectual property rights; (d) Client’s Content; (e) any calls, texts or emails made by Client or on Client’s behalf through the Verse Solution, or Client’s failure to obtain consents; or (f) Client’s business activities. Verse may assume the exclusive defense and control of any matter for which Client is required to indemnify Verse at Client’s expense, and Client agrees to cooperate with Verse’s defense of these claims. Client will not settle or compromise any such claims without Verse’s prior written consent.

Verse shall indemnify, defend and hold Client, its parents, subsidiaries, affiliates, officers, managers, members, agents and employees harmless from and against any and all third party Claims arising from or in connection with (i) Verse’s breach or violation of this Agreement, and/or (ii) any grossly negligent or willful acts or omissions of Verse (and its outsourced providers, employees, contractors and agents). Each of the parties shall promptly notify the other of any such Claim in writing and each party shall have the right, at their own expense, to participate in the defense thereof with counsel of their own choosing.

13. Survival. The provisions contained in Sections 4, 9, 12, and 13 shall survive termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.