conversations.from: human
conversations.value: Provide a continuation for this: Source: HER IMPORTS, 8-K/A, 10/18/2016
   F. The execution and delivery of this Agreement by LEADER and the consummation of the contemplated transactions, will not result in the creation or imposition of any valid lien, charge, or encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party, including any governmental subdivision or regulatory agency. G. LEADER has no knowledge of any claim, litigation, proceeding, or investigation pending or threatened against LEADER or its Assets that might result in any material adverse change in the business or condition of the Assets being conveyed under this Agreement. H. None of the representations or warranties of LEADER contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading. LEADER knows of no fact that has resulted, or will result in a material change in the business, operations, or assets of LEADER. 4. REPRESENTATIONS OF EZJR. EZJR represents and warrants as follows: A. EZJR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. EZJR has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. B. The execution, delivery, and performance of this Agreement has been duly authorized and approved by the Board of Directors of EZJR, and this Agreement constitutes a valid and binding Agreement of EZJR in accordance with its terms. C. EZJR has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment. D. None of the representations or warranties of EZJR contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained herein not misleading. 3. INDEMNIFICATION AND SURVIVAL. All representations and warranties made in this Agreement shall survive the Closing of this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty of which such party had knowledge prior to Closing. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give written notice thereof to all other parties to this Agreement. The representations and warranties in this Agreement shall terminate one year from the Closing Date, and such representations or warranties shall thereafter be without force or effect, except any claim with respect to which notice has been given to the party to be charged prior to such expiration date. LEADER hereby agrees to indemnify and hold EZJR, it successors, and assigns harmless from and against any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of LEADER under this Agreement.
  Source: HER IMPORTS, 8-K/A, 10/18/2016
   4. GOVERNING LAW. This Agreement and any matters arising out of or related to this Agreement will be governed by the laws of the State of Nevada. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the State Courts of Nevada. 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties, and supersedes all prior agreements, representations and understandings of the parties, relating to the subject matter of this Agreement. 6. FURTHER ACTIONS. Each party agrees that after the delivery of this Agreement it or he will execute and deliver such further documents and do such further acts and things as another party may reasonably request in order to carry out the terms of this Agreement. 7. AMENDMENT. No supplement to or amendment of this Agreement will be binding unless executed in writing by LEADER and EZJR. 8. SUCCESSORS AND ASSIGNS. This Agreement will be binding on, and will inure to the benefit of, the parties and their respective successors and assigns, and shall not confer any rights or remedies on any other Persons. 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed a valid, original agreement, but all of which together will constitute one and the same instrument. 10. SEVERABILITY. If any provision of this Agreement or its application to any Person or circumstances is held to be unenforceable or invalid by any court of competent jurisdiction, its other applications and the remaining provisions of this Agreement will be interpreted so as best reasonably to effect the intent of the parties. 11. ATTORNEYS' FEES. Each party will pay its or his own legal fees and other expenses in connection with the preparation of this Agreement and the sale of Assets in accordance with this Agreement. However, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because or arising out of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party will be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or he may be entitled. 12. NOTICES. All notices, requests, demands, and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered by hand, by overnight courier, or fax, or two days after being mailed by certified or registered mail, return receipt requested, with postage prepaid. 13. WAIVERS. Any provision of this Agreement may be waived at anytime by the party entitled to the benefit thereof by a written instrument executed by the party or by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.
  Source: HER IMPORTS, 8-K/A, 10/18/2016
conversations.from: assistant
conversations.value: SIGNATURES EZJR, INC. LEADER ACT LTD HK By: /s/ Barry Hall /s/ Aymen Boughanmi Barry Hall Aymen Boughanmi Chief Executive Officer President
  Source: HER IMPORTS, 8-K/A, 10/18/2016
   Exhibit A Customer Relationship Management System Description The Customer Relationship Management ("CRM") system entails all aspects of interaction that a company has with its customer, whether it is sales or service-related. It also provides a greater understanding of the customer and helps manage customer data and all interaction with the customer. Advantages and features of the CRM are as following: ● Enhanced customer relationship management including retention tools and fraud prevention. ● Recurring billing feature that allows for fully automated billing and tools to determine approval and decline rates and automated retries of declines. ● Profit management tools including affiliate commission tracking, price point testing and indemnification of revenue loss causes. ● Gateway integration and merchant account load balancing. ● Improved affiliate management and affiliate fraud detection. ● Better reporting and performance tracking.
  Source: HER IMPORTS, 8-K/A, 10/18/2016
  Source: HER IMPORTS, 8-K/A, 10/18/2016
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Source: HER IMPORTS, 8-K/A, 10/18/2016
   F. The execution and delivery of this Agreement by LEADER and the consummation of the contemplated transactions, will not result in the creation or imposition of any valid lien, charge, or encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party, including any governmental subdivision or regulatory agency. G. LEADER has no knowledge of any claim, litigation, proceeding, or investigation pending or threatened against LEADER or its Assets that might result in any material adverse change in the business or condition of the Assets being conveyed under this Agreement. H. None of the representations or warranties of LEADER contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading. LEADER knows of no fact that has resulted, or will result in a material change in the business, operations, or assets of LEADER. 4. REPRESENTATIONS OF EZJR. EZJR represents and warrants as follows: A. EZJR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. EZJR has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. B. The execution, delivery, and performance of this Agreement has been duly authorized and approved by the Board of Directors of EZJR, and this Agreement constitutes a valid and binding Agreement of EZJR in accordance with its terms. C. EZJR has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment. D. None of the representations or warranties of EZJR contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained herein not misleading. 3. INDEMNIFICATION AND SURVIVAL. All representations and warranties made in this Agreement shall survive the Closing of this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty of which such party had knowledge prior to Closing. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give written notice thereof to all other parties to this Agreement. The representations and warranties in this Agreement shall terminate one year from the Closing Date, and such representations or warranties shall thereafter be without force or effect, except any claim with respect to which notice has been given to the party to be charged prior to such expiration date. LEADER hereby agrees to indemnify and hold EZJR, it successors, and assigns harmless from and against any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of LEADER under this Agreement.
  Source: HER IMPORTS, 8-K/A, 10/18/2016
   4. GOVERNING LAW. This Agreement and any matters arising out of or related to this Agreement will be governed by the laws of the State of Nevada. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the State Courts of Nevada. 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties, and supersedes all prior agreements, representations and understandings of the parties, relating to the subject matter of this Agreement. 6. FURTHER ACTIONS. Each party agrees that after the delivery of this Agreement it or he will execute and deliver such further documents and do such further acts and things as another party may reasonably request in order to carry out the terms of this Agreement. 7. AMENDMENT. No supplement to or amendment of this Agreement will be binding unless executed in writing by LEADER and EZJR. 8. SUCCESSORS AND ASSIGNS. This Agreement will be binding on, and will inure to the benefit of, the parties and their respective successors and assigns, and shall not confer any rights or remedies on any other Persons. 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed a valid, original agreement, but all of which together will constitute one and the same instrument. 10. SEVERABILITY. If any provision of this Agreement or its application to any Person or circumstances is held to be unenforceable or invalid by any court of competent jurisdiction, its other applications and the remaining provisions of this Agreement will be interpreted so as best reasonably to effect the intent of the parties. 11. ATTORNEYS' FEES. Each party will pay its or his own legal fees and other expenses in connection with the preparation of this Agreement and the sale of Assets in accordance with this Agreement. However, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because or arising out of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party will be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or he may be entitled. 12. NOTICES. All notices, requests, demands, and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered by hand, by overnight courier, or fax, or two days after being mailed by certified or registered mail, return receipt requested, with postage prepaid. 13. WAIVERS. Any provision of this Agreement may be waived at anytime by the party entitled to the benefit thereof by a written instrument executed by the party or by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.
  Source: HER IMPORTS, 8-K/A, 10/18/2016
   SIGNATURES EZJR, INC. LEADER ACT LTD HK By: /s/ Barry Hall /s/ Aymen Boughanmi Barry Hall Aymen Boughanmi Chief Executive Officer President
  Source: HER IMPORTS, 8-K/A, 10/18/2016
   Exhibit A Customer Relationship Management System Description The Customer Relationship Management ("CRM") system entails all aspects of interaction that a company has with its customer, whether it is sales or service-related. It also provides a greater understanding of the customer and helps manage customer data and all interaction with the customer. Advantages and features of the CRM are as following: ● Enhanced customer relationship management including retention tools and fraud prevention. ● Recurring billing feature that allows for fully automated billing and tools to determine approval and decline rates and automated retries of declines. ● Profit management tools including affiliate commission tracking, price point testing and indemnification of revenue loss causes. ● Gateway integration and merchant account load balancing. ● Improved affiliate management and affiliate fraud detection. ● Better reporting and performance tracking.
  Source: HER IMPORTS, 8-K/A, 10/18/2016
  Source: HER IMPORTS, 8-K/A, 10/18/2016
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: SOFTWARE MAINTENANCE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * EZJR
  * LEADER
  * EZJR, Inc.
  * Leader Act Ltd
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: October 13, 2016
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: Subject to all other terms and conditions set forth herein, as of the date of this agreement, LEADER maintain the software for an additional five years.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement and any matters arising out of or related to this Agreement will be governed by the laws of the State of Nevada.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: No.