BuyerLink Lead Buyer Agreement
IMPORTANT – PLEASE READ CAREFULLY: BY CHECKING THE "I AGREE" BOX AND CONTINUING WITH YOUR REGISTRATION OR BY USING THE SERVICES AND THE SYSTEM AS PROVIDED BY BUYERLINK.COM., YOU (ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY) AGREE TO ALL THE TERMS OF THIS BuyerLink Lead Buyer Agreement (THE "AGREEMENT") WITH ONE PLANET OPS INC. D/B/A BUYERLINK ("BUYERLINK"), REGARDING YOUR USE OF THE SERVICES AND THE SYSTEM. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU WILL NOT BE ABLE TO USE THE SERVICES, THE SYSTEM OR BE ABLE TO BUY LEADS. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE THAT YOU ACCEPT THIS AGREEMENT BY CHECKING THE "I AGREE" BOX AND CONTINUING. BuyerLink and you are collectively called "the Parties" or individually a "Party".
You represent and warrant that you are at least 18 years old, that you have the full power and authority to enter into this Agreement on behalf of yourself or your company, and that any of your employees, agents, representatives, or any person or entity acting on your behalf with respect to buying Leads through the System will be bound by this Agreement.
1. Lead Buyer Rights and Obligations.
a. System Access. You will have access to the System for the express and sole purpose of purchasing Leads. You will access the System through a web-based account management tool that will provide a summary of purchased Leads, your account balance and payment history, and other information associated with your account.
2. Lead Generation Guidelines. Leads will be generated from individuals (in their personal capacity or on behalf of a company) who complete an online form that captures contact information and details about the information being requested. Lead Sellers are the individuals or companies that undertake specific marketing activities to generate the Leads. Lead Sellers generally are required to agree to abide by the following Lead Generation Guidelines:
b. Delivery. BuyerLink will send a copy of each Lead to the email address associated with your account, however BuyerLink makes no guarantees that you will receive that notice and as a result you agree to periodically review the account management tool for the receipt of new Leads.
c. Ownership Rights. Your rights related to any purchased Lead will depend upon whether you bought the Lead exclusively or non-exclusively. If you purchased the Lead exclusively, you have the right to distribute and/or re-sell that Lead. If you purchase the Lead non-exclusively, you may distribute and/or re-sell that Lead to one (1) end-user buyer and that end-user may not redistribute or re-sell the Lead under any circumstances. Violation of this Ownership Rights provision will be grounds for immediate termination of the Agreement and gives BuyerLink the right to take any of the following actions:
i. immediate suspension of your account;
d. Licensing. You represent and warrant that you and/or the end-user who purchases the Lead from you complies with all federal, state, and local licensing requirements that govern individuals or companies that would be responding to the type of Lead you have purchased.
ii. immediate termination of your account;
iii. withholding any or all credit balance associated with your account at the time of the violation;
iv. liquidated damages of $2500 per incident for any knowing or willful violation of this Section; such liquidated damages are not a penalty and are a reasonable estimate of the potential loss to BuyerLink; and
v. all other remedies under law available to BuyerLink.
a. Self-Generation. Information contained in Leads will be submitted directly by an individual through a form that is owned and operated by the Lead Seller or through a form that is owned and operated by BuyerLink and provided to the Lead Seller for the express purpose of generating Leads.
3. Quality Rating. BuyerLink will provide a "Quality Rating" for each Lead based on the historical quality performance of the Lead Seller that generated the Lead. The Quality Rating will consider factors such as:
b. Data Integrity. Leads will include only information that has been input by the individual that completed the online form. The Lead Seller will make commercially reasonable efforts to ensure that provided information is accurate, but makes no guarantees that the data is accurate. BuyerLink will use commercially reasonable efforts to verify the accuracy of certain consumer information, such as the name and phone number, but makes no guarantee that the data is accurate.
c. Duplicate Leads. Duplicate Leads sent to BuyerLink within thirty (30) days of each other will be rejected by the System. A "Duplicate Lead" means a Lead presented to the System that was generated by the same individual who is requesting the same or similar information as another Lead that had been presented to the System in the previous thirty (30) days. BuyerLink has no control as to whether Leads purchased through the System have been received by the Lead Buyer through other sources previous to and/or subsequent to the purchase of the Lead through the System.
d. Incentivized Leads. Leads generated by 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 are prohibited.
e. Compliance with Applicable Laws. Lead Sellers represent and warrant that they have complied with all applicable laws regarding their collection and sale of the Leads and that they have the right to sell the Leads. However, BuyerLink can not ensure the practices of the Lead Sellers and BuyerLink makes no guarantee that the Lead Sellers have complied with all of the laws and licensing requirements with respect to collecting and/or selling Leads. BuyerLink will, however, take appropriate action within BuyerLink’s full discretion, including termination of the relationship, against any Lead Seller that violates this provision.
a. the validation rate of Leads provided by a Lead Seller;
b. the feedback from Lead Buyers regarding the Leads provided by the Lead Seller;
c. the feedback from the individual that completed the lead form provided by the Lead Seller; and
d. other factors as may be included at the full discretion of BuyerLink.
e. although the Quality Rating will provide you with valuable information about the historical performance of a Lead Seller who provide a particular Lead, the Quality Rating system does not provide any guarantee that a specific Lead’s contact information is accurate, that the individual completing the form will be responsive to the Lead Buyer, or that the Lead Seller complied with any or all of the Lead Generation Guidelines. Under no circumstances will BuyerLink credit Lead Buyer for any Lead regardless of whether that Lead complies with the Lead Generation Guidelines or meets the minimum expectations associated with the Quality Rating attached to that Lead. Lead Buyers are expected to place bids that represent the value associated with the Leads they purchase. BuyerLink will, however, take appropriate action within BuyerLink’s full discretion, including termination of the relationship, against any Lead Seller that violates the Lead Generation Guidelines.
a. Pre-Paid Accounts. You will pay BuyerLink for all Leads that are provided to you through the System based on the bids that you have established in your account. At the time your account is established, your credit card on record will be charged a pre-payment amount based on your account settings. Each time a Lead is sold to you through the System, your account balance will be debited for the cost of the Lead. Once your account balance reaches $50 or 10% of the initial amount charged (whichever is higher), your credit card will be charged based on the account settings.
5. Confidentiality. During term of this Agreement and for two (2) years thereafter, except (i) as may be required by law, regulation, or court order; (ii) on a need to know basis to employees, consultants, counsel, accountants, investors or other professional advisers of the Parties; (iii) in connection with required tax and accounting disclosures; and (iv) as specified below and under Publicity:
b. Payment Term Accounts. To the extent that you qualify for payment terms as indicated by BuyerLink, your payment terms will be determined by a BuyerLink Account Manager and such payment terms will control over this Section 3.
c. Collections. To the extent that BuyerLink must engage a collection agency or initiate legal proceedings to collect any amounts owed to BuyerLink (whether paid through credit card or, you agree to pay for all costs (including legal fees) associated with the collection of the amount owed.
d. Payment Information. To ensure proper and timely payment, you agree to maintain with BuyerLink an accurate address, other contact information, and credit card information (as applicable) at all times.
a. Non-Disclosure of Confidential Information. The Parties agree (i) not to disclose to any third party or use any Confidential Information disclosed by the other Party except as expressly permitted in this Agreement and (ii) to take all reasonable measures to maintain the confidentiality of all Confidential Information in Party’s possession or control.
6. Publicity. Each Party agrees to not use the name, graphical images or logos of the other Party or any of its websites in any press release or any sales or marketing efforts without the written consent of the other Party.
b. Confidential Information. For the purposes of this Agreement, "Confidential Information" means information about a Party (or its partners’ or customers’) business or activities that is proprietary and confidential, which shall include business, financial, technical and other information which is marked as "confidential" or "proprietary" (or similarly), received from a Party related to Agreement, or ought in good faith to be treated as confidential.
c. Non-Confidential Information. Confidential Information will not include information that (i) is in or enters into public domain without breach of this Agreement; (ii) Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (iii) Party knew prior to receiving such information from other Party or develops independently.
d. Self-Identification. You agree to treat your identity confidential within the System and not take any actions that are aimed to reveal through the use of the System your identify to the Lead Sellers.
7. Term and Termination
a. Term. This Agreement shall commence on the Effective Date and continue in perpetuity until terminated.
8. Indemnification. You agree to defend, indemnify and hold-harmless BuyerLink and its affiliates, officers, directors, employees and consultants, from and against any and all claims, losses, liabilities and damages of any kind resulting from a breach of your representations and warranties or from your access to and use of the System or the services provided hereunder.
b. Termination. Either of the Parties may terminate this Agreement, with or without cause, immediately upon delivery of written notice to the other Party as follows: to BuyerLink at Termination@BuyerLink.com or to you at the email address or addresses listed in your account at the time of termination.
c. Rights Upon Termination. Except as expressly provided, upon the termination of this Agreement, all rights, duties and obligations of the Parties hereunder shall terminate, except to the extent that either party violated the Agreement and claims related to that violation remain intact. In addition, the following sections shall survive post-termination: Compliance with Federal, State and Local Laws and Licensing Requirements, Confidentiality, Indemnification and Limitation of Liability.
9. Limitation of Liability. BUYERLINK WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF BUYERLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, BUYERLINK’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED, IN ANY EVENT, THE TOTAL FEES PAID OR PAYABLE TO YOU HEREUNDER DURING THE PRIOR THREE MONTHS OF THE AGREEMENT.
10. Disclaimer. BUYERLINK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, THE SERVICES OR THE SYSTEM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, BUYERLINK DOES NOT MAKE ANY REPRESENTATION THAT THE OPERATION OF ITS WEBSITE, THE SERVICES OR THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. BUYERLINK DOES NOT REPRESENT OR WARRANT THAT ANY OF THE LEADS PURCHASED BY YOU WILL BECOME YOUR CUSTOMERS OR GENERATE REVENUE FOR YOU.
11. No Joint Venture. Nothing herein contained shall be construed to place the Parties in a relationship of joint ventures, and neither Party shall have the power to obligate or bind the other in any manner whatsoever. The Parties enter into this Agreement as independent contractors.
12. Severability & Validity. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, in whole or in part:
a. The validity, legality and enforceability of any of the remaining provisions or portions of this Agreement shall not in any way be affected or impaired thereby and this Agreement shall nevertheless be binding between the Parties.
13. Assignment. You may not assign this Agreement, in whole or in part, without BuyerLink’s prior written consent, and any attempted assignment without such consent shall be null and void. Notwithstanding the foregoing, consent will not be required for assignment or transfer made by operation of law or when an entity acquires substantially all of your stock, assets or business, in which case the assignment occurs automatically upon the consummation of the sale. BuyerLink may freely assign or transfer this Agreement at any time and will provide you with written notice of that assignment or transfer to the email address associated with your account at that time.
b. Such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of the Agreement shall remain in full force and effect.
14. No Waiver or Modification. No term or provision hereof will be deemed waived or modified, and no variation of terms or provisions hereof shall be deemed consented to, except as expressly provided herein, unless such waiver or consent is in writing signed by the Party against whom such waiver or consent is sought to be enforced. Any delay, waiver or omission by either Party to exercise any right or power arising from breach or default of this Agreement by the other Party shall not be construed to be a waiver by that Party of any subsequent breach or default.
15. Headings. The descriptive headings in this Agreement are inserted for convenience to navigate and reference provisions only and except to reference provisions do not constitute a part of this Agreement.
16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California, without reference to conflicts of law rules. The Parties agree to submit to the personal and exclusive jurisdiction of the courts located in Contra Costa County, California. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The prevailing party in any litigation shall be entitled to seek attorney’s fees.
Last updated: September 28, 2015