LICENSOR LXRGUIDE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY:

This Services and License Agreement (hereinafter “Agreement”) is a legal contract between You and NetElixir, Inc. (“NetElixir”). This Agreement contains the terms of Your use of NetElixir’s LXRGuide to manage your Google Ads and/or Microsoft Ads account, and the Services NetElixir will provide in connection with Your use.

BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU AGREE TO BE BOUND BY EACH TERM OF THIS AGREEMENT, INCLUDING ITS PAYMENT TERMS.

• 1. DEFINITIONS.

  1. “LXRGuide” means NetElixir’s proprietary paid search management solutions tool to help small and mid-sized businesses to manage and grow their Google Ads and/or Microsoft Ads campaigns. As used herein, “LXRGuide” also includes any associated printed, online, or electronic material or document, including manuals, dashboards, pages, interfaces, algorithms, corrections, bug fixes, enhancements, updates, upgrades, modifications, or amendments, that are generated, made, or supplied by NetElixir.
  2. “Notice” means the communication that NetElixir sends to You about Your LXRGuide account through email and/or by posting it under the “Notifications” on the dashboard of Your LXRGuide account.
  3. “Service” or “Services” means the personalized service that NetElixir will provide with Your LXRGuide account.
  4. “You” or “Your” means the individual or business that has subscribed to LXRGuide by entering this Agreement.

• 2. LICENSE TERMS AND PROPRIETARY RIGHTS.

  1. To use the LXRGuide, You must complete an online registration form and thereafter, update its information to keep it current. Your registration information will be used to provide You with access to LXRGuide and its Services, and will not be shared with third parties. You may obtain the complete NetElixir Privacy Policy by clicking here.
  2. Subject to Your compliance with this Agreement, NetElixir hereby grants You a non-exclusive, non- transferable license (hereinafter “License”) to use LXRGuide for Your own business purposes. LXRGuide is provided to You on a subscription basis only.
  3. NetElixir owns all proprietary rights in LXRGuide, including patent, copyright, trade secret, trademark, and other proprietary rights.
  4. You have no title to LXRGuide, and under no circumstance may You sell, license, assign, publish, display, distribute, or otherwise transfer to anyone, LXRGuide, or any copy thereof, in whole or in part, without NetElixir’s prior written consent. You may also not assign this Agreement without NetElixir’s prior written consent.
  5. Only NetElixir has the right to alter, maintain, enhance or otherwise modify LXRGuide, and NetElixir is under no obligation to notify You of any such change. You shall not disassemble, decompile or reverse engineer LXRGuide, nor shall You permit or assist any third party to do so.
  6. NetElixir reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, the right to license LXRGuide or assign this Agreement, to any third party.

• 3. NETELIXIR SUPPORT.

  1. To help You use LXRGUIDE, NetElixir will provide the following support: (i) initial product training and on-boarding support; (ii) ongoing email support; and (iii) up to one growth strategy meeting per month with Your Customer Success Manager.
  2. NetElixir may also, in its sole discretion, utilize its expertise to make occasional adjustments to Your advertising campaign that it deems will best increase traffic to Your website. Such adjustments may involve using paid searches through third-party advertising platforms such as Google Ads or Microsoft Ads. You acknowledge and agree that You will be solely responsible for all additional fees and costs associated with the use of such third-party platforms.
  3. NetElixir will provide You additional, personalized support services based on the type of Service You select from the “On-Demand Service.”

• 4. YOUR RESPONSIBILITIES.

  1. By entering this Agreement and completing the registration for LXRGuide, You represent and warrant that You are over 18 years of age, and are duly authorized to enter into this Agreement for and on behalf of the person, company, or other entity that You, as the subscriber, identified in the registration process for LXRGuide. You further represent and warrant that all information contained in Your registration is accurate. Should any representation prove incorrect, at any time, in addition to any other remedy it may seek, NetElixir may, in its sole discretion, immediately disable Your use of LXRGuide and cease its Services without notice, and without recourse by You.
  2. You must maintain an active Google Ads and/or Microsoft Ads account. All terms of use of Google Ads and Microsoft Ads is strictly between You and those entities. NetElixir is not responsible for any aspect of Your Google Ads and/or Microsoft Ads account, including any fee or cost.
  3. You agree that NetElixir has complete and unfettered access to the data and analytics gathered and/or generated by Your Google Ads and/or Microsoft Ads accounts. You further agree that NetElixir may use or transfer anonymized versions of the data and analytics for its business and/or for research purposes.
  4. You are solely responsible for all aspects of Your website, including its development, operation, and maintenance. You must conform with all applicable laws governing the website and its contents. You agree that NetElixir has no liability or responsibility for any aspect of Your Website or its contents.
  5. You agree to promptly respond to NetElixir’s request for comment and approval for its suggested ad campaigns. You agree that Your failure to do so will not alter any term of this Agreement, nor will it extend or modify the scope of any Service. For example, if You have enrolled in a 30-day JumpStart Service, but fail to timely communicate with NetElixir about Your ad campaign, or fail to respond to NetElixir’s proposed changes to Your ad campaign, NetElixir will, at the end of the 30-day JumpStart period, upload its proposed ad campaign and deem JumpStart concluded. Thereafter, Your fee-based subscription of LXRGuide will commence and You will be charged monthly in accordance with Section 5 of the LXRGuide Services and License Agreement.

• 5. PAYMENT TERMS FOR PAID SUBSCRIPTIONS & FREE TRIALS (if available).

  1. Use of LXRGuide during a free trial period does not require the payment of a subscription fee. NetElixir reserves the right, in its sole and absolute discretion, to restrict or limit the features of free or trial versions of LXRGuide, and of the number of free or trial versions that may be used by any individual, entity, or group of entities, at any time.
  2. If You elect to obtain or convert to, a paid subscription of LXRGuide by choosing any fee-based Service, You must provide NetElixir with Your current and valid subscriber and credit card information. In that event, You agree to pay to NetElixir the subscription fee for LXRGuide, including any associated On-Demand Service package that You select. That fee is due and payable monthly in advance, commencing from the date of Your subscription, and, thereafter, on the monthly anniversary of such date. You may pay the owed fees either by an on-line payment, or by pre- authorizing NetElixir to charge your credit card. If the computation of the fee for Your selected subscription package is stated in terms of the greater of a stated monthly amount or a percentage of your advertising spend, any fee owed in excess of the monthly base fee will be charged to You in the next (succeeding) month.
  3. Payment of all fees is payable to NetElixir when due, without demand, invoicing, or Notice.
  4. Subscription fees are subject to change by NetElixir in its sole discretion, at any time, upon notice to You.
  5. Sales promotions and other special discounted pricing offers are temporary and may expire upon renewal of Your subscription. NetElixir reserves the right to discontinue or modify any promotional offer in its sole discretion at any time.
  6. Your fee-based subscription will renew automatically unless terminated in accordance with Section 6. Free, trial, or discounted subscriptions will terminate automatically in accordance with their terms or as terminated earlier in accordance with Section 6.

• 6. TERMINATION.

  1. Either party may cancel this Agreement upon written notice to the other at any time. You may provide notice of cancellation by clicking the “Unsubscribe” button on Your LXRGuide Profile. NetElixir may advise You of its cancellation upon Notice as provided in Section 1(d).
  2. All cancellations will be deemed effective either on the date of the notice of cancellation, or on the last day of the month in which the cancellation notice was issued.
  3. Without prejudice to any of its other rights, NetElixir may terminate this Agreement immediately if You fail to comply with any term or condition of this Agreement. In such event, NetElixir may deny access to LXRGuide and cease any accompanying Service.
  4. In no event shall any termination, irrespective of reason, relieve You of Your obligation to pay any fee or cost that was due for any period prior to the effective date of termination.

• 7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.

  1. You acknowledge and agree that Netelixir’s services and LXRGuide are provided on an "as is" basis. You have entered into this agreement with due regard for the business risk associated with use of the services and LXRGuide. Netelixir does not warrant that the services, LXRGuide, or any ad campaign will achieve any particular result. Subject to applicable law, Netelixir disclaims all warranties, express and implied, including, but not limited to, any implied warranties of merchantability, suitability or fitness for a particular purpose. No oral or written information or advice given by Netelixir, its agents or employees shall in any way reduce the scope of this warranty.
  2. Subject to applicable law, in no event will Netelixir be liable to you or any third party or indirect, special, incidental, consequential, punitive, exemplary or other damages, including lost profits arising from: its services; from your use of, or inability to use, LXRGuide; for any data breach; or from any breach of warranty, even if Netelixir has been advised of the possibility of such damages. You expressly agree that your use of LXRGuide and Netelixir’s services is at your own risk, and that Netelixir’s maximum liability for all damages, losses, fees (including attorneys’ fees), or costs of any kind or nature (whether in contract, tort or otherwise), is limited to the amount you paid to Netelixir during the 30 days immediately before the claim arose.

• 8. GENERAL PROVISIONS.

  1. NetElixir may amend, alter, or revise the terms of this Agreement at any time by: (i) posting a revised Agreement onto the LXRGuide Terms of Service page; and (ii) sending information regarding the Agreement’s amendment through Notice as provide in Section 1(d). Said amendments, alterations, or revisions, shall become effective immediately upon said posting and/or sending. You are responsible for (i) regularly review Your Notifications that are visible on the LXRGuide dashboard and (ii) regularly review Your email, to obtain timely notice of such amendments. If You do not agree to accept the changes, Your sole remedy is to terminate this Agreement in accordance with the Termination provisions of Section 6.
  2. Governing Law/Venue/Jurisdiction/Service of Process. This Agreement shall be governed by and construed under the laws of the State of New Jersey, without regard to its choice of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Venue and jurisdiction shall be proper only in the state and federal courts serving Mercer County, New Jersey, and each party hereby consents to such exclusive jurisdiction and venue. You further agree to accept all service of process by email, or by certified mail or express delivery to the address You provided with Your registration.
  3. Severability. The provisions of this Agreement are severable, and if any one or more such provisions are determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the remaining provisions, shall not in any way be affected, and shall remain binding between the parties. Any such invalid, illegal or unenforceable provision or portion thereof, shall be changed and interpreted so as to best accomplish the objectives of such provision, within the limits of applicable law.
  4. Complete Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties. It supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of NetElixir in accordance with Section 8(a).
  5. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions and/or covenants or duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.
  6. Read and Understood. By clicking “Accept”, You hereby acknowledge that You have read this Agreement, and understand each of its terms, and agree to be bound by its terms.

LXRGUIDE Jumpstart Service

The JumpStart Service will be provided up to 30 (thirty) days from NetElixir’s receipt of payment by Precision for this Service, and will conclude upon NetElixir’s uploading of the ad campaign to Your Google Ads and/or Microsoft Ads account (as applicable). Upon the uploading, Your Jumpstart Service will automatically end and NetElixir will provide no further support, and accept no further changes to your ad campaign. Thereafter, Your subscription of LXRGuide will commence.

Materials and Information You Must Provide To NetElixir For JumpStart Service.

1. Standard access to an active Google Ads, Microsoft Ads (if applicable), Google Analytics, Google Search Console, Google Merchant Center and e-Commerce Website (if applicable).
2. Google Ads and Google Analytics conversions and revenue tracking for Your accounts.
3. Pre-set Key Performance Indicators using LXRGUIDE before the JumpStart subscription.
4. Submit product feed to the Google Merchant Center and be compliant with Google’s product feed specifications.

JumpStart Services That NetElixir Will Provide.

For JumpStart, NetElixir will provide the following Services:

1. An audit of Your existing campaigns that are on Google Ads or Microsoft Ads (if any).
2. This audit will include:
   1. A review of Your existing campaigns' performance and structure, and recommendations for improvement.
   2. An analysis for Keyword, Ad Copy, Search Queries, Bid Strategies, Audience Demography, Device, Geography, Day Parting (Hour of the Day/Day of the Week), Campaign Type and more.
3. NetElixir will send updated campaign setup and upload this in Google Ads or Microsoft Ads account (as applicable).
4. Upload new ad campaigns into your Google Ads or Microsoft Ads account.
5. Also, provided you schedule it with NetElixir before the end of the 30-day Jumpstart period and before NetElixir has uploaded your ad campaigns, you may have a “Go-Live” call to review the campaign setup with NetElixir experts.