THE FOLLOWING TERMS AND CONDITIONS (these “Terms and Conditions”) govern the delivery of leads by Rocket Revenue LLC (“Seller”) to “Buyer” pursuant to the Insertion Order (the “IO”) between Buyer and Seller attached hereto. The IO and these Terms and Conditions are collectively referred to herein as the “Agreement”. Rocket Revenue, LLC and Buyer may be individually referred to as “Party” or collectively as “Parties”.
RECITALS WHEREAS, Buyer is in the business of buying legal leads. WHEREAS, Seller is in the business of selling legal leads. WHEREAS, Buyer desires to purchase legal leads from Seller. NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 LEAD GENERATION
1.1 Seller shall generate leads through its website(s) and other online methods regarding consumers located in the United States of America that meet the parameters detailed in the applicable Insertion Order (“Leads”), and Seller shall deliver such Leads to Buyer in accordance with sections 2 and 14 below. Such Leads shall be sorted by zip code and criteria as requested by Buyer.
1.2 A Lead consists of the name and contact details of a third party individual who requests to be matched to a legal service provider.
2.0 LEAD GENERATION GUIDELINES
2.1 Buyer shall notify Seller regarding the parameters of the type of Leads that Buyer desires to purchase from Seller through an Insertion Order and Seller shall provide Buyer Leads via an API or email delivery method.
3.0 USE OF LEADS
3.1 Limitation on Resale: Buyer shall not resell leads to any third party restricted in the distribution directives for individual leads nor shall Buyer resell to any other company designated in writing by Seller.
4.0 TERM AND TERMINATION
4.1 The term of this Agreement will commence on the date of the last recorded signature below (“Effective Date”) and will continue until terminated upon three (3) days written notice of termination by either Party. Notwithstanding the foregoing, either Party may terminate this Agreement immediately in the event the other Party materially violates this Agreement in any way.
5.1 Buyer agrees to pay a fixed price per qualified Lead during the allowed time frame.
5.2 Seller will provide Buyer with a log-in to Seller's interface (the “Buyer Portal”) where Buyer can review Seller’s calculation of the payments for the Leads purchased under this Agreement. Buyer will pre-pay for Leads before any Leads are delivered hereunder. For the avoidance of doubt, (i) Seller’s calculation of the fees payable to Buyer hereunder shall be binding on the Parties (absent fraud or manifest error), and (ii) any leads which are not reported to Seller within seven (7) days of Buyer’s receipt shall be deemed as accepted and payable by Buyer. In the event a refund is requested for a bogus, duplicate, or otherwise invalid lead, said request must be made in the Buyer Portal and received by Seller within seven (7) days of Buyer’s receipt of the lead. Buyer will provide Seller, via electronic transmission or otherwise, with a statement of why each credit is being requested. Seller will have thirty (30) business days to verify the validity of the return request, and will provide all refund credits to Buyer's account balance if determined to meet lead credit guidelines. A dispute between the Parties regarding any Leads hereunder shall not affect Buyer’s obligation to pay for the remaining undisputed Leads.
5.3 Notwithstanding the foregoing, Buyer agrees to a max return rate of __% leads per month.
5.4 When Buyer’s account balance falls below $300, Seller will charge its account for the renewal fee indicated on the Insertion Order. Buyer may cancel auto renewal of fees in accordance with section 4.1.
6.0 REPRESENTATIONS AND WARRANTIES
6.1 Buyer Representations and Warranties. Buyer hereby represents and warrants to Seller that:
6.1.1 Buyer shall comply with all applicable local, state, and federal laws, ordinances, regulations, and orders in connection with its purchase, collection, storage, and use of the Leads, including any calls, text messages, or other marketing to the Leads.
6.1.2 Buyer will not use the Leads to disseminate any material that is illegal, obscene, pornographic, shows nudity, indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, promotes racism, bigotry or hatred; infringes on any intellectual property right or is otherwise in violation of any copyright or trademark law; in violation of any right of privacy; that promotes harmful, unlawful, seditious, or criminal activity; that could give rise to civil or criminal liability; that contains viruses, worms, Trojan Horse or other harmful files; or that appears or purports to be from someone other than the Buyer or that impersonates another person or entity; and
6.1.3 To the extent Buyer is permitted to resell Leads, Buyer will only sell Leads to third party buyer(s) identified in the consent language on Seller’s collecting website, and require any such third party buyer(s) to agree to terms containing restrictions which are at least as strict as those herein.
6.2 Seller Representations and Warranties. Seller represents and warrants that:
6.2.1 Seller shall comply with all applicable local, state, and federal laws, ordinances, regulations, orders, in carrying out the terms of this Agreement;
6.2.2 Seller’s collecting website and service shall (i) comply with all applicable local, state and federal laws, ordinances, regulations, and orders; and (ii) not infringe upon the intellectual or proprietary rights of any third party;
6.2.3 Seller shall obtain all the required permissions for Buyer to contact a Lead regarding legal services (including but not limited to any requirements and permissions required under federal and state Do Not Call rules);
6.2.4 Seller shall not generate Leads through the offer of incentives; misleading the consumer or by providing the consumer a reason to believe that they will receive a prize, gift, payment, or pecuniary benefit of any kind in exchange for completing a lead form and generating a Lead;
6.2.5 Seller shall not generate Leads through any website or other destination that contains content that is sexual, offensive, deceptive or illegal in nature or that in any way promotes or encourages hatred, violence, discrimination or illegal activities; and
6.2.6 Seller shall not use fraudulent, deceptive, or misleading means to generate Leads. This includes Leads generated from a call center or where the origination of the Lead involved placing an outbound phone call to the consumer prior to the Lead being submitted to the Buyer. The prohibition against Leads generated by phone shall also include those Leads verified by a call center or where the validation or verification of the Lead involved placing an outbound phone call to the consumer prior to the Lead being submitted to the Buyer.
6.3 Mutual Representations and Warranties. Each Party represents and warrants that it will comply with all applicable laws and regulations concerning advertising and will make no false or misleading representations with regard to the other Party. Except with prior written approval, neither Party may take any actions, including without limitation, using any content or marks of the other Party or any licensed attorneys, or other Parties, to imply any endorsement of a party’s website or any other relationship between the Parties hereto or their licensed attorneys.
7.1 During the term of this Agreement and any subsequent extensions, and after the expiration or termination hereof, neither Party will disclose any Confidential Information as defined herein without the prior written consent of the other Party. As used in this Agreement, “Confidential Information” shall mean all data, technical information, commercial and research strategies, the terms of this Agreement, trade secrets, business plans, clients lists and details, financial information, employee lists and details, producer information, customer or prospective customer information and know-how disclosed, directly or indirectly, whether in writing or orally except for such information and know-how that: (i) can be shown by contemporaneous documentation to have been in a receiving Party's possession prior to disclosure; (ii) at the time of disclosure hereunder is, or thereafter becomes, through no fault, part of the public domain; (iii) is furnished by a third Party after the time of disclosure hereunder without the breach of any duty; or (iv) is independently developed by the receiving Party, without reference to or use of the Confidential Information. Neither Party shall use any Confidential Information except for the purposes of this Agreement unless the other shall otherwise agree in writing. Both Parties may disclose Confidential Information only to employees or agents who have a need to know the Confidential Information for the purposes of this Agreement and who are bound in writing to maintain the secrecy of the Confidential Information.
8.1 This Agreement may be amended only with the written agreement of both Seller and Buyer.
9.0 ASSIGNMENT, GOVERNING LAW, AND VENUE
9.1 Except in the case of the sale of all or substantially all of the assets related to this Agreement by a Party, no assignments by either Party are permitted, except as expressly approved in advance in writing by the other Party. This Agreement and any controversy, claim, or dispute arising out of or related to this Agreement, or the breach thereof, or the Parties’ rights and obligations hereunder, including the construction, validity, and performance of this Agreement, shall be governed by, construed, and enforced in accordance with the laws of Puerto Rico, without regard to its conflicts of laws principles. The Parties agree to the exclusive jurisdiction and venue of the local or federal courts in Puerto Rico, and waive any objections to the personal jurisdiction of such court, and inconvenient forum.
10.0 WAIVER AND SEVERABILITY
10.1 No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. If any provision of this Agreement becomes or is deemed to be invalid, illegal, or unenforceable, the Parties shall meet to discuss such provision. If such provision cannot be amended without materially altering the intention of the Parties, it shall be deleted and the remainder of the Agreement and the related documents pursuant hereto shall remain in full force and effect. In the event of a conflict between the provisions in the body of this Agreement and any attachments, the terms in the body of this Agreement will control.
11.1 Each Party shall indemnify and hold harmless the other Party, together with their officers, directors, shareholders, members, employees, or other agents from any loss, cost, claim, liability, damage, or expense (including reasonable attorneys’ fees) to or by any third party as a result of, or arising from any breach of, or any inaccuracy in, any representation or warranty made by such Party in this Agreement or any breach of any covenant, obligation or agreement by such Party in this Agreement. In the event of any such indemnification obligation, the indemnified Party will promptly notify the indemnifying Party.
12.0 LIMITATION OF LIABILITY
12.1 TO THE GREATEST EXTENT PERMISSIBLE, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER BUYER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY UNDER ANY THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE) WILL BE LIMITED TO THE AGGREGATE FEES PAID OR PAYABLE TO SELLER BY BUYER UNDER THE AGREEMENT DURING THE PRECEDING TWELVE MONTH(S).
13.1 Should any legal action arise from this Agreement, including the enforcement of any conditions or covenants hereof, both Buyer and Seller agree that the losing Party shall pay all expenses incurred by the winning Party as a result of such legal action, including reasonable attorneys’ fees.
14.0 TELEPHONE CONSUMER PROTECTION ACT (TCPA) COMPLIANCE
14.1 The Telephone Consumer Protection Act (“TCPA”) (47 U.S.C. § 227 (a) (5) states “[t]he term ’unsolicited advertisement’ means any material advertising the commercial availability or quality of any property, goods, or services which is transmitted to any person without that person's prior express invitation or permission, in writing or otherwise.”
14.2 Seller represents and warrants to Buyer that: (A) Seller will ensure that all Leads supplied/sold to Buyer hereunder will be from persons who have provided “prior express consent” to receive commercial telephone calls (including voice calls, artificial voice calls, pre-recorded calls, text messages, and/or autodialed calls) from Buyer, and the third party buyer(s) designated by Buyer. For purposes of the Agreement, the term “prior express consent” shall have the meaning set forth in the TCPA. The Seller shall retain the records of each individual’s “prior express written consent” (“Consent Records”) for a minimum of one (1) year following the creation of same, and in the event of any complaint, shall provide the applicable Consent Records to Buyer within five (5) business days of Buyer’s request.
14.3 The Consent Records shall include, at a minimum, the consent language evidenced by acceptance on online media/the collecting website from which Lead data was collected, the IP address of the source of the Lead data, and the date and time stamp indicating the time that the Lead data was collected.
15.0 NOTICES AND COMMUNICATIONS
15.1 All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by registered mail, or via email with receipt confirmed by the recipient.
16.0 ENTIRE AGREEMENT
16.1 This Agreement is the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the Parties relating to the subject matter hereof.
17.0 EXECUTION AND COUNTERPARTS
17.1 Each Party acknowledges that prior to the execution of this Agreement, it read this Agreement, it had the opportunity to be advised by an independent legal advisor if it so desired, and that it understands and agrees to be bound by this Agreement.
17.2 This Agreement may be executed (including through electronic means) in any number of counterparts, which, taken together, will constitute one Agreement. It is further agreed that faxed or electronically delivered copies of this instrument are deemed as legally binding as the original.
18.0 GENERAL PROVISIONS
18.1 The headings contained in this Agreement are included for the convenience only and shall not affect the construction or interpretation of these provisions.
18.2 Except if it is clear from the wording of a clause and with regard to the whole of the Agreement that a specific clause is intended to mean otherwise, any words which are in the singular only will be deemed to include the plural (and vice versa) and any words denoted in a specific gender will be deemed to include all genders and any terms which denote any form of a person or people shall be deemed to include both legal persons (such as companies) as well as natural person (and vice versa).
18.3 Interpretation. Time is of the essence in this Agreement. Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business day, such payment will be made or action taken on the next business day following such day. Unless otherwise specified, all references to monetary amounts in this Agreement are to the lawful currency of the United States of America.
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement as of the Effective Date.