PROFESSIONAL SERVICES AGREEMENT

End-User License Agreement ("Agreement")

Last updated: April 24, 2020

Please read this End-User License Agreement carefully before clicking the "I Agree" button, downloading or using Paramount Lead Solutions.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions.

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this End-User License Agreement:

  • Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.

  • Application means the software program provided by the Company downloaded by You through an Application Store's account to a Device, named Paramount Lead Solutions

  • Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) by which the Application has been downloaded to your Device.

  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Paramount Advertising and Lead Solutions, 2134 S Wolf Rd. Des Plaines, IL 60018 .

  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

  • Country refers to: Illinois, United States

  • Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.

  • Family Sharing / Family Group permits You to share applications downloaded through the Application Store with other family members by allowing them to view and download each others' eligible Applications to their associated Devices.

  • Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.

  • You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

Acknowledgment

By clicking the "I Agree" button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the "I Agree" button, do not download or do not use the Application.

This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company.

This Agreement is between You and the Company only and not with the Application Store. Therefore, the Company is solely responsible for the Application and its content. Although the Application Store is not a party to this Agreement, it has the right to enforce it against You as a third party beneficiary relating to your use of the Application.

Since the Application can be accessed and used by other users via, for example, Family Sharing / Family Group or volume purchasing, the use of the Application by those users is expressly subject to this Agreement.

The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.

You represent that you are over the age of 18. The Company does not target its Content to children or teenagers under 18, and the Company does not permit any user under 18 for using the Application.

License

Scope of License

The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement.

You may only use the Application on a Device that You own or control and as permitted by the Application Store's terms and conditions.

The license that is granted to You by the Company is solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.

License Restrictions

You agree not to, and You will not permit others to:

  • License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

  • Copy or use the Application for any purpose other than as permitted under the above section 'License'.

  • Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.

  • Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.

Modifications to the Application

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.

Updates to the Application

The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.

Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.

You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

Maintenance and Support

The Company does not provide any maintenance or support for the download and use of the Application. To the extent that any maintenance or support is required by applicable law, the Company, not the Application Store, shall be obligated to furnish any such maintenance or support.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer.

Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device.

Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section 11 shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company, not the Application Store, shall be solely responsible for such warranty.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

You expressly understand and agree that the Application Store, its subsidiaries and affiliates, and its licensors shall not be liable to You under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by You, including any loss of data, whether or not the Application Store or its representatives have been advised of or should have been aware of the possibility of any such losses arising.

Severability and Waiver

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Product Claims

The Company does not make any warranties concerning the Application. To the extent You have any claim arising from or relating to your use of the Application, the Company, not the Application Store, is responsible for addressing any such claims, which may include, but not limited to: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.

By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.

You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.

Contact Us

If you have any questions about this Agreement, You can contact Us:

THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”), dated July 1, 2020, between Paramount Advertising & Lead Solutions of 2134 S. Wolf Road, Des Plaines, Illinois 60018 (the “Contractor”) and Hawkinson Nissan of 5513 Miller Cir Dr., Matteson, IL 60443 (the “Client”).


WHEREAS the Contractor is engaged in the business of providing professional services in the field of Advertising and Lead Generation in the State of Illinois and elsewhere; and


WHEREAS the Client desires to avail itself of these professional services of the Contractor from time to time in connection with the Client’s business activities and the Contractor desires to enter into this Agreement with the Client.


NOW THEREFORE in consideration of the mutual promises and agreements contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:

 

1. OBJECT: The Contractor shall furnish to the Client his, her or its professional services in accordance with the details and specifications as identified on Schedule “A” attached hereto (such Schedule constituting integral terms of the Agreement). The Contractor shall perform such professional services at all times in accordance with the commonly accepted standards of the Contractor’s profession, trade or craft and in full compliance with the statutes, laws, ordinances and regulations governing the Contractor’s profession, trade, craft or business from a work location situated in Illinois.

2.  INDEPENDENT CONTRACTOR: The Contractor shall have the sole authority to dictate direction of the work covered by this Agreement and shall be responsible for the manner in which the said work is done, for the method employed in doing the same and for all acts and things done in the performance of the Contractor’s obligations hereunder, except for departing from the Contractor’s normal practices which may be requested by the Client from time to time. Nothing contained in this Agreement and the relationship created between the parties hereby shall, directly, or indirectly, constitute the Contractor as an agent or an employee of the Client and further, nothing herein shall operate or be construed to relieve the Contractor of any duties or obligations imposed upon it as an independent contractor.

3. TAXES: The Contractor shall be responsible to withhold or deduct premiums, taxes, or levies as the case may be as required under Federal and State law and the Contractor shall be responsible to withhold and remit any deductions for taxes, levies or contributions imposed by any authority with respect to both the remuneration paid under this Agreement and the work incidental thereto.

4. CONTRACTOR’S FEE: The Client shall pay the Contractor for his, her or its services a fee of (Direct Dial 65 Show Package $9,500.00 plus BDC Support Package @ $4,200.00 total $13,700.00). (The “Fee”), payable upon receipt of Contractor’s invoice

5. TERM: This Agreement shall be deemed to have come into force and effect on July 1, 2020, shall continue to the end of show commitment per schedule (the “Term”). These dates may be delayed upon the written consent of both parties. Nothing in this paragraph
shall be construed as affecting the rights of the parties to terminate this Agreement at an earlier date in accordance with sections in this Agreement pertaining to termination

6. TERMINATION FOR CAUSE

A. If either party to this Agreement is in breach of any of its obligations under this Agreement, the other party may give a notice in writing of the breach to the defaulting party and request the latter to remedy it. If the party in breach fails to remedy the breach within thirty (30) days after the date of written notice, then this Agreement may be terminated immediately by written notice of termination given by the complaining party.

B. The Client may terminate this Agreement by written notice to take effect immediately upon receipt of the notice by the Contractor if:

​​(i) the Contractor is in breach of the provisions contained herein relating to the secrecy of confidential matters of this Agreement; or

 

(ii) the Contractor becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a receiver is appointed of its business; or a voluntary or involuntary petition in bankruptcy is filed or proceeding for the re-organization or winding-up of the Contractor’s business is instituted; or

 

(iii) the Contractor attempts to assign or cede an interest in this Agreement without the prior consent of the Client; or

 

(iv) if the Contractor comes under the direct or indirect control of any company or person who does not control it at the date of execution of this Agreement; or

 

(v) if the Contractor is grossly negligent in carrying out its duties hereunder; or

 

(vi) if the Contractor becomes unable to discharge his or her duties by reason of mental or physical illness or disease for a period of two (2) consecutive months or more, or should he or she become permanently disabled and unable to fulfill his or her duties and the Contractor does not find a replacement professional who is completely satisfactory to the Client in its sole discretion or

 

(vii) if the Contractor or the Contractor’s employees are engaged in any fraudulentor illegal activity.

​​C. The provisions of this section shall not in any way restrict the rights of either party hereto to terminate this Agreement pursuant to any other paragraph in this Agreement.

 7. EARLY TERMINATION WITHOUT CAUSE

​A. The Client may terminate this Agreement for any reason by giving thirty (30) days’ written notice of the Client’s intent to terminate. For termination to be effective the Client must pay, prior to the date of termination, all outstanding invoices, fees and reimbursements, if applicable, due for payment. Additionally, if applicable, Client must pay, prior to the date of termination, a prorated share of all fees due and owing 
is made on an hourly basis or either based upon time spent if the payment of fees work completed if the payment structure is a flat-fee agreement.

B. The Contractor may terminate this Agreement for any reason by giving thirty (30) days’ written notice of the Contractor’s intent to terminate. For termination to be effective the Contractor must provide to the Client twenty (20) days prior to the date of termination all outstanding invoices and requests for reimbursements, if applicable, then due for payment and a schedule of work that will be performed and completed by the termination date. Contractor agrees, if the Contractor initiates termination of the Agreement pursuant to this paragraph, that all unpaid fees due on the date of termination will be paid on a prorated basis calculated based upon time spent if the payment of fees is made on an hourly basis or work completed if the payment structure is a flat-fee agreement.

8. ASSIGNMENT: It is expressly agreed that this Agreement shall not be assigned or transferred, in whole or in part, by either of the parties hereto without the prior express written consent of the other Party.

9. CONFIDENTIAL INFORMATION

​A. The Contractor acknowledges that during the performance of the services described herein the Contractor may come in contact with, be exposed to or come into possession with, information that is deemed to be confidential, private, and proprietary or otherwise secret to the Client and that is not general known to the general public. The Contractor expressly agrees that the Contractor will keep any such information confidential and will not divulge such information to any persons or entities unless the Client gives its express written permission to do so and such divulging of information is necessary to perform the services that are the subject of this Agreement. Further, except as may be necessary in the performance of the services described within this Agreement, the Contractor shall not at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings of any type, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans or other written, printed or otherwise recorded material of the Client, or which relate in any manner to the present or prospective business of the Client. The Contractor shall have no interest in any of this material and agrees to surrender any and all of the material which may be in its possession to the Client immediately upon the request of the Client.

B. The Contractor shall not at any time except under legal process divulge any matters relating to the business of the Client or any customers or agents of the Client which may become known to it by reason of its services hereunder and shall be true to the Client in all dealings and transactions relating to the services contemplated by this Agreement. Furthermore, the Contractor shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person, firm, corporation, association or other business entity, any trade secrets, business development programs, or plans belonging to or relating to the affairs of the Client, including knowledge relating to customers, clients, or employees of Clients.

10. NOTICES: Wherever in this Agreement it shall be required or permitted that notice be given or served by either party to or on the other, the notice shall be in writing and shall be delivered personally to the party to whom it is given or sent by prepaid, registered mail, addressed as follows:

 

to the Contractor at:

Paramount Advertising & Lead Solutions

2134 S. Wolf Road

Des Plaines, Illinois 60018

Email: ddini@paramountals.com

To the Client at:

Hawkinson Nissan

5513 Miller Cir Dr.

 

Matteson, IL 60443

Email: dpatuto@hawkinsonnissankia.com

from time to time by either party by notice as above provided.transmission. This address and/or facsimile numbers or email addresses may be changed case of mail and two hours after the time of transmission in the case of facsimile or email and each such notice shall be deemed given three (3) business days after mailing in the.

11. INTERPRETATION

A. This Agreement constitutes all of the agreements between the Contractor and Client pertaining to the subject matter of it and supersedes all prior agreements, undertakings, negotiations and discussions, whether oral or written, of the parties to it and there are no warranties, representations or other agreements between the parties to it in connection with the subject-matter of it except as specifically set forth or referred to in this Agreement. No supplementation, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. No waiver of any other provisions of this Agreement shall be deemed or shall constitute a continuing waiver unless expressly provided.


B. Headings are not to be considered part of this Agreement, and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents of any section.


C. In this Agreement, words importing the singular number include the plural and vice versa, words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, and proprietors, corporations, partnerships, trusts and unincorporated associations.


D. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.


E. The invalidity or unenforceability of any provision of this Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severed.


12. TIME BEING OF THE ESSENCE


A. Time shall be deemed to be of the essence of this Agreement; provided from time to time for completing any work, which has been or is likely to be delayed by reason of force majeure or other cause beyond the reasonable control of the Contractor, shall be extended by a period equal to the length of the delay so caused, provided that prompt notice in writing of the occurrence causing of likely to cause such delay is given to the Client.


B. The Client shall advise the Contractor in writing of any occurrence causing or likely to cause delays in the completion of its responsibilities under this Agreement.


13. TITLE TO WORK BEING PERFORMED: Upon payment being made in accordance with the terms of this Agreement, all title, rights and interest in all printed materials and other physical media, containing designs, symbols, inventions and reports performed, created or written in accordance with this Agreement shall vest in and enure to the benefit of the Client, it being understood that such vesting of title shall not constitute acceptance by the Client of such work in conformity with the specification or requirements of the Agreement. Without restricting the generality of the foregoing, the right of publication of any research paper or study performed under this Agreement shall vest solely in the Client upon payment as aforesaid, and any person desiring to publish any such research or study, in whole or in part, shall first obtain the written permission of the Client.


14. GENERAL: This Agreement shall enure to the benefit of and be binding on the parties hereto and their respective heirs, executors, administrators, successors and assigns.


IN WITNESS WHEREOF the parties have hereunto set their respective hands and seals as at
the date written above.

CONTRACTOR: Paramount Advertising & Lead Solutions

Per:

Name: David Dini

Title: CEO/President

I have authority to bind the Company.

CLIENT:

 

Per:

Name:

 

Title:

I have authority to bind the Company

 

 

SCHEDULE “A”
SPECIFIED SERVICES OF THE CONTRACTOR

Our service provides each Dealership a "Full Service Direct Contact Program" in which we place calls to current and previous clients of Dealership(s), for the express purpose of bringing them back to the Dealership. The appointment(s) set with the intent of customer in the market to purchase another vehicle, new or used. Our service also includes a Customer Service component which addresses any client issues that may arise during our contact. We provide detail reporting to the Dealership(s) of all activity that occurs in connection with the clients contacts. The reporting is done via "_________________", the equity mining software, "______________", the dealers CRM system and a physical recap monthly report.

 

The Direct Dial Package you have selected for this campaign brings 65 prospects to your showroom. We assume a 30% show variance of non-reached customers. In addition, you have selected our BDC Support Package which covers 200 leads.

SAFEGUARDS AGREEMENT

This Safeguards Agreement is entered into by and between Hawkinson Nissan and Paramount Advertising, this 1st day of July, 2020.

WHEREAS, Dealer and Service Provider are parties to that agreement dated July 1, 2020 (the "Agreement"); and


WHEREAS, Dealer is subject to the FTC Safeguards Rule, which became effective May 23, 2003; and


WHEREAS, the Safeguards Rule requires Dealer to ensure the security of Customer Information (as that term is defined in 16 CFR 3 l 4.2(b)) which may be provided to Service Provider.


NOW, THEREFORE, in consideration of the premises, the parties' desire to continue their course of dealing and the parties' mutual intent to comply with the Safeguards Rule, the parties agree as follows:

1. Service Provider represents and warrants that it shall implement and maintain such safeguards as are necessary to protect the Customer Information provided by Dealer from unauthorized disclosure or use, using all reasonable means, or as Dealer may from time to time require. Service Provider shall, at Dealer's request, provide a written description of the safeguards it employs hereunder.


2. Service Provider shall inform Dealer of any known unauthorized access to or use of Customer Information within five days of the discovery of such access or use, and shall permit the Dealer or its representatives to review its safeguards from time to time without additional compensation.


3. Service Provider shall indemnify and hold Dealer harmless from any suits, complaints or causes of action of any kind arising out of or relating to Service Provider's failure to protect the Customer Information provided by Dealer to Service Provider.


4. All other terms of the Agreement shall remain in full force and effect.

 

DEALER

SERVICE PROVIDER