The BuyerLink marketplace is the premier platform to buy and sell online clicks and leads. Exchange clicks and leads in the following categories: automotive, real estate home buyers, real estate home sellers and home improvement. The alternative to search marketing and ad networks – eliminate advertising waste.

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BuyerLink Lead Seller 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 Seller Agreement (THE "AGREEMENT") WITH ONE PLANET OPS INC. D/B/A BUYERLINK.COM ("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 SELL 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".

Subject to the terms and conditions of this Agreement and to the terms and conditions of Site Terms of Use, which is incorporated into this Agreement by this reference, BuyerLink hereby grants you a limited, non-exclusive license to use the BuyerLink Lead Marketplace system ("System") for the sale of data or information collected through an online form and generated through online marketing activities that conform with the guidelines included herein ("Leads").

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 providing Leads to the System will be bound by this Agreement.

1. Lead Generation Guidelines. Leads must have been generated from inquiries from individuals (in their personal capacity or on behalf of a company) who complete an online form hosted by you or BuyerLink that captures contact information and details about the information being requested by the individual. Leads may only be provided through the System if they meet all of the following guidelines:

a. Delivery. The System accommodates various types of leads (including, but not limited to, new car purchase, real estate buyer and mortgage refinance) ("Lead Types") that have specific data requirements that are communicated through the technical specification documents ("Tech Specs"). You agree to deliver Leads to BuyerLink in accordance with the Tech Specs provided by BuyerLink.

b. Self-Generation. Information contained in Leads must be submitted directly to you by an individual and may not be generated through a site or form that is owned by an entity other than you.

c. Completeness. Leads must include all required fields for the relevant Lead Type as specified by the Tech Specs and you may not use default values for any of those required fields.

d. Data Integrity. You must ensure that the Leads include only information that has been input by the individual and must make commercially reasonable efforts to ensure that provided information is accurate. A Lead may be rejected by the System based on BuyerLink’s inability to verify the accuracy of certain consumer information, such as the name and phone number. In addition, you must provide accurate timestamp information that is required to determine the age of the Lead and, to the extent the Lead is a non-exclusive Lead (as specified by you), you must provide accurate information regarding the number of times the Lead has been sold previously and information that will allow BuyerLink to avoid selling the Lead to an end-user buyer (such as an auto dealer or real estate agent) who have previously received the Lead.

e. Duplication. Duplicate Leads may not be sent to BuyerLink within thirty (30) days of each other and will be rejected by the System. To the extent that you have a high percentage of duplicates, BuyerLink reserves the right to extend the duplicate review period for whatever period BuyerLink deems necessary. A "Duplicate Lead" means a Lead that is generated within the same Lead Type by the same individual who is requesting the same or similar information..

f. Incentivized Leads. You may not provide Leads to the System that have been 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 and generating a Lead.

g. Compliance with Federal, State and Local Laws and Licensing Requirements. You represent and warrant that: (i) the execution, delivery and performance by you of this Agreement will not violate any law, statute or other governmental regulation including, without limitation, the Can-Spam Act of 2003, the Do Not Call Implementation Act, The Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act, and any other applicable laws and the rules promulgated thereunder; (ii) the acquisition, compilation, collection and/or prior use of the Leads did not and does not violate any law or laws, including without limitation the Can-Spam Act of 2003 or the Children’s Online Privacy and Protection Act; (iii) the Leads supplied via the System are owned or validly licensed by you; (iv) the Leads consist of records of persons who have expressly indicated permission to receive third party commercial email advertising messages and/or who have expressly indicated permission to sell their information to third parties, without subsequently rescinding such permission by virtue of submitting an opt-out or removal request; (v) the privacy polic(ies) under which the information in the Leads was collected expressly indicated at the time the information was collected thereunder that the individual’s information, including without limitation his/her personally identifiable information and specifically the phone number, email address and/or direct mail address, would be sold, licensed, rented, leased and/or shared in some capacity with third parties for the purpose of third-party marketing and solicitation; (vi) the Leads will not violate the proprietary or intellectual property rights of any third parties; (vii) you have complied with all relevant local, state, and federal licensing requirements.

2. Enforcement. Failure to follow any of the guidelines described in Section 1 may, at the sole discretion of BuyerLink, result in any of the following:

a. immediate suspension of your account;

b. immediate termination of your account;

c. withholding any or all accrued but unpaid marketing fees owed to you for violation of Sections 1b, 1c, 1d, 1f or 1g;

d. liquidated damages of $2500 per incident for any knowing or willful violation of Sections 1b, 1c, 1d, 1f or 1g; such liquidated damages are not a penalty and are a reasonable estimate of the potential loss to BuyerLink; and

e. all other remedies under law available to BuyerLink.

3. Payments. You will receive payment from BuyerLink for all Leads that are provided to the System and are purchased by a Lead Buyer ("Payout"). The specific payment for Leads will depend on a variety of factors, including the price that the Lead Buyer(s) are willing to pay and the overall supply and demand of available Leads. You will be paid within 30 days following the end of the month in which the Leads were presented in the System; provided, that BuyerLink shall have the right to hold payments and not pay you until the aggregate amount of the Payout owed is $100 or more. BuyerLink will provide an online report that will display your earnings and other valuable information associated with your Leads. To ensure proper and timely Payouts, you agree to maintain with BuyerLink an accurate address, other contact information, and payment information at all times.

4. 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:

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.

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 Buyers. This restriction extends to any use of specific comments in the Leads you submit to the System, a pattern within specific lead fields, or other similar strategies aimed at communicating your identity to Lead Buyers.

5. 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.

6. Term and Termination

a. Term. This Agreement shall commence on the Effective Date and continue in perpetuity until terminated.

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, Governing Law and Limitation of Liability.

7. 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.

8. 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.

9. 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 YOUR LEADS WILL BE SOLD OR THAT YOU WILL EARN ANY REVENUES BY THE SALE OF YOUR LEADS.

10. 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.

11. 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.

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.

12. 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.

13. 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.

14. 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.

15. 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.

16. Entire Agreement and Modifications. This Agreement together with the Site Terms of Use is the entire, complete and final agreement between the Parties and supersedes all prior and contemporaneous agreements. BuyerLink may modify this Agreement at any time and will provide you with written notice of that modification to the email address associated with your account at that time. Your continued use of the Services and/or System after notice of such modifications means that you agree to the new terms, even if you have not reviewed the changes.

Last updated: September 22, 2015