This Lead Purchase Agreement (the "Agreement") is entered into by and between Fidato Leads LLC ("Company") and the insurance agency, broker, or other business entity accepting this Agreement ("Buyer"). Company and Buyer may be referred to individually as a "Party" and collectively as the "Parties."
Key Terms Acknowledgment: Buyer acknowledges and agrees that (i) ALL SALES ARE FINAL; (ii) Company provides NO refunds, returns, credits, or replacements; (iii) Buyer is solely responsible for all consumer contact and compliance; and (iv) Buyer assumes all TCPA-related risk and agrees to broad indemnification in favor of Company.
1. Definitions
"Lead(s)" means consumer-submitted information relating to auto and/or home insurance interest that Company routes to Buyer.
"Shared Lead" means a Lead that may be sold or distributed to multiple buyers.
“Hybrid Lead" means a Lead with limited distribution (fewer recipients than Shared), as determined by Company in its sole discretion.
"Exclusive Lead" means a Lead that Company intends to sell to one Buyer only at the time of sale, subject to technical limitations and Section 6.6.
“Platform” means Companys ordering, routing, tracking, reporting and bling systems) and any integrations (CRM, email, webhook/API).
"Applicable Laws" means all federal, state, and local laws, rules, and regulations applicable to Buyer's marketing, advertising, lead handling, and communications, including without limitation TCPA, TSR, DNC laws, CAN-SPAM, state mini-TCPA laws, state insurance marketing laws, and privacy laws (including CPA/CPRA where applicable).
"Buyer Endpoint" means Buyer's designated CRM, email address, webhook/API, or other destination approved by Company for Lead delivery.
2. Premium Tiers and Pricing (No Insertion Orders)
Buyer selects a Premium Tier through the Platform. Pricing is fixed as follows:
Premium Tier 1 - Shared Lead Type - $6 per lead
Premium Tier 2 - Hybrid Lead Type - $12 per lead
Premium Tier 3 - Exclusive Lead Type - $16 per lead
Company may adjust routing logic, pacing, distribution, and the definition of "Hybrid" distribution at any time in its sole discretion. Company may update pricing prospectively with notice through the Platform or email; continued use constitutes acceptance.
3. Minimum Funding, Monthly Minimum, and Account Status
3.1 Initial Funding. Buyer must pre-fund a minimum of $1,000 before activation and before any Leads are delivered.
3.2 Monthly Minimum Spend. Buyer must maintain a minimum monthly spend of $2,500 to remain active. Accounts rebill when funds go below $200 at the amount selected in the Buyers portal. If Buyer does not meet the minimum, Company may (at its option) (i) auto-charge the deficiency; (ii) pause delivery; (iii) downgrade delivery priority; or (iv) suspend or terminate access.
3.3 No Set Term Commitment. Buyer may cancel at any time subject to Section 5 (No Refunds/Forfeiture). Buyer remains responsible for all charges incurred through the effective time of cancellation.
3.4 Taxes. Buyer is responsible for any applicable sales/use taxes, telecommunications taxes, or similar charges, excluding taxes on Company's income.
4. Billing, Auto-Charge Authorization, and Payment Default
4.1 Auto-Charge. Buyer authorizes Company to charge Buyer's credit card (or other payment method approved by Company) for: initial funding, replenishments, Lead purchases, monthly minimum deficiencies, outstanding balances, processing fees, late fees, dispute fees, chargeback fees, and collection amounts including the 25% recovery fee (if applicable).
4.2 Timing of Charges. Charges may occur in real time as Leads are delivered, upon threshold-based replenishment, or on a periodic basis as determined by Company.
4.3 No Chargebacks. Buyer agrees not to initiate chargebacks or payment reversals for valid charges. Any chargeback is a material breach and permits immediate suspension, acceleration of all amounts due, and forfeiture under Section 5.3.
4.4 Late Fees. Past-due balances accrue interest at 1.5% per month (or the maximum allowed by law, if lower) from the due date until paid.
5. No Refunds, No Returns, No Credits; Forfeiture
5.1 All Sales Final. Buyer acknowledges and agrees that all Lead purchases are final and that Company does not provide refunds, returns, credits, replacements, or make-goods for any reason, including without limitation: consumer non-responsiveness; disconnects; wrong numbers; duplicates; low intent; inability to bind; consumer complaints; timing; or performance/ROl.
5.2 Unused Funds Non-Refundable. Buyer may cancel at any time; however, all funds on account are non-refundable. Buyer may continue to use remaining funds to purchase Leads until depleted; any remaining balance at termination is forfeited.
5.3 Forfeiture on Breach/Chargeback. If Buyer initiates any chargeback, payment reversal, or otherwise materially breaches this Agreement, Buyer agrees that (i) Company may immediately suspend service; (ii) all amounts owed become immediately due and payable; and (iii) any remaining prepaid balances are forfeited as liquidated administrative costs (not a penalty) to the maximum extent permitted by law.
5.4 Technical Non-Delivery. Company may, but is not obligated to, correct a documented, Company-caused technical non-delivery (e.g., Lead not routed due to Company system error) by re-sending the same Lead. This is not a refund, credit, or return.
6. Lead Delivery, Acceptance, and Finality of Tracking
6.1 Delivery. Leads are delivered to Buyer's Endpoint (CRM, email, webhook/API, or other destination approved by Company).
6.2 Acceptance Definition. A Lead is deemed delivered and accepted when Company's Platform records a successful transmission attempt to Buyer's Endpoint (including HTTP 200-series response, email sent event, CRM accepted event, or equivalent log evidence), whether or not Buyer actually retrieves, views, contacts, or converts the Lead.
6.3 Buyer Endpoint Responsibility. Buyer is solely responsible for maintaining a functional Endpoint and ensuring deliverability (authentication, allowlists, webhook uptime, CRM capacity, etc.). Endpoint failures do not create refund or credit rights.
6.4 Tracking Controls. Buyer will not interfere with tracking, disable endpoints, or alter routing in a way that prevents accurate delivery records.
6.5 Platform Records Final. Company's Platform metrics and logs are final and binding for billing and delivery confirmation.
6.6 Exclusive Definition and Technical Limitations. For Tier 3 "Exclusive" Leads, Company intends single-buyer distribution at the time of sale. Buyer acknowledges that inadvertent misrouting, duplicate routing, publisher-side reuse, carrier filtering, and technical anomalies may occur; Buyer's sole potential remedy is Company's optional re-send described in Section 5.4 (no credits/refunds).
7. Disclaimers; No Performance Guarantees
Leads and Platform services are provided on an "AS IS" and "AS AVAILABLE" basis. Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not guarantee contact rate, conversion rate, close rate, policy issuance, revenue, or ROI.
8. Buyer Responsibilities; Marketing and Compliance
8.1 Buyer Sole Responsibility. Buyer is solely responsible for its communications with consumers (calls, texts, emails, mail), sales practices, scripts, agent training, licensure, and compliance programs.
8.2 TCPA/TSR/DNC. Buyer will comply with CPA, TSR, federal and state DNC requirements, and any state "mini-TCPA" laws; Buyer is responsible for scrubbing against internal and external DNC lists where required.
8.3 Dialing Technology. Buyer is solely responsible for ensuring its dialing technology, vendors, and call centers comply with applicable law, including any consent requirements for automated dialing, prerecorded/artificial voice, or text messaging.
8.4 Privacy. Buyer will comply with all applicable privacy laws and will provide any required consumer notices and opt-out mechanisms in Buyer's systems.
8.5 Prohibited Uses. Buyer will not use Leads for unlawful purposes, harassment, prohibited content, deceptive practices, or any conduct that could expose Company to liability or reputational harm.
9. TCPA Compliance, Consent Reliance, and Allocation of Risk (Critical)
9.1 Buyer Sole Caller Doctrine. Buyer acknowledges that Buyer—not Company—is the party that initiates, places, or transmits calls, text messages, emails, ringless voicemails, prerecorded/artificial voice messages, or other communications to consumers. Buyer is solely responsible for all outreach activity and assumes full legal responsibility under the Telephone Consumer Protection Act (47 U.S.C. § 227), the Telemarketing Sales Rule, state telemarketing laws, and all related regulations and guidance.
9.2 No Agency or Control. Company does not place calls or send communications on Buyer's behalf and does not direct or control Buyer's dialing systems, timing, frequency, scripts, agents, vendors, call centers, or contact methods. Buyer acts independently and is solely responsible for determining whether, when, and how to contact any Lead.
9.3 Consent Reliance; No Warranty of Consent Sufficiency. Buyer acknowledges that Company may rely on third-party publisher certifications, consumer-submitted data, and consent capture technologies (including but not limited to TrustedForm, Jornaya, or similar tools). Company makes no legal representation or warranty that any consent is sufficient for Buyer's specific outreach methods (including autodialed calls/texts, prerecorded/artificial voice, or frequency of contacts). Buyer independently evaluates consent sufficiency and assumes all associated risk.
9.4 Reassigned Numbers; Wrong Party; Revocation; Timing. Buyer assumes full responsibility for reassigned phone numbers, number portability, wrong-party contact, revocation of consent, time-of-day restrictions, and any changes in consumer consent status occurring at any time (including after Lead generation and before/during Buyer's outreach). Buyer is responsible for maintaining suppression lists, honoring opt-outs, and implementing revocation-handling procedures.
9.5 Buyer Compliance Program Requirements. Buyer represents and warrants that Buyer maintains and enforces a TCPA/TSR compliance program that includes: (i) documented policies and training; (ii) internal do-not-call and suppression list management; (iii) vendor/call center oversight; (iv) call recording and log retention where required; (v) consent verification practices; and (vi) periodic auditing.
9.6 Broad TCPA Indemnification. Buyer shall indemnify, defend, and hold harmless Fidato Leads LLC, its affiliates, owners, officers, directors, managers, employees, contractors, traffic sources/publishers, and agents from and against any and all TCPA/TSR/DNC-related claims, demands, investigations, regulatory actions, lawsuits, class actions, fines, penalties, settlements, judgments, and expenses (including reasonable attorneys' fees and expert costs) arising from or related to Buyer's communications or use of Leads, including claims alleging lack of consent, improper dialing technology, excessive frequency, time-of-day violations, wrong-party contact, or failure to honor opt-outs.
9.7 Defense Control; Cooperation. For any claim subject to Buyer's indemnification obligations, Company may elect (at its option) to control the defense and settlement strategy with counsel of Company's choosing. Buyer will provide prompt cooperation, including access to relevant logs and records, and will reimburse defense costs upon invoice. Company will not settle any matter that imposes non-monetary obligations on Buyer without Buyer's consent (not unreasonably withheld).
9.8 No Liability for Publisher/Consumer Actions. Company is not liable for publisher conduct, consumer-entered inaccuracies, carrier filtering, or consumer behavior. Buyer is responsible for validating outreach permissibility at the time of contact.
9.9 Survival. This Section 9 and all related indemnities and risk allocations survive termination indefinitely.
9.10 Material Term. Buyer acknowledges that this TCPA allocation of risk is a material inducement for Company to provide Leads and pricing as offered.
10. Data Security and Restricted Use
Buyer will implement reasonable administrative, technical, and physical safeguards to protect consumer data. Buyer will use Leads only for Buyer's internal insurance solicitation and servicing purposes and will not sell, license, transfer, or disclose Lead data to third parties except as required to operate Buyer's CRM and communication tools (and only under appropriate confidentiality and data-processing protections).
11. Indemnification (Buyer-Favorable to Company)
In addition to Section 9, Buyer shall indemnify, defend, and hold harmless Company, its affiliates, owners, officers, directors, managers, employees, contractors, and publishers from and against any and all claims, demands, investigations, regulatory actions, liabilities, damages, penalties, fines, judgments, settlements, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Buyer's contact of consumers; (ii) alleged violations of Applicable Laws; (iii) Buyer's sales practices, licensing, or underwriting representations; (iv) Buyer's breach of this Agreement; or (v) Buyer's chargebacks or payment disputes.
12. Intellectual Property; Non-Circumvention; Non-Solicitation
12.1 Company IP. Company owns all right, title, and interest in and to the Platform, tracking, routing, scoring, pricing methods, and traffic relationships.
12.2 No Reverse Engineering. Buyer will not reverse engineer, scrape, decompile, or attempt to discover Company's sources, systems, or methods.
12.3 Non-Circumvention. Buyer will not directly or indirectly contact, solicit, contract with, or attempt to identify and bypass Company's publishers, affiliates, media buyers, call centers, or traffic sources. This restriction applies during the Term and for 24 months after termination.
12.4 Non-Solicitation. Buyer will not solicit for hire Company personnel or contractors involved in providing the services during the Term and for 12 months after termination.
13. Suspension; Risk Controls; Audit Cooperation
Company may suspend, throttle, downgrade, or terminate delivery immediately upon: (i) suspected compliance risk; (ii) chargebacks; (iii) excessive consumer complaints; (iv) non-payment; (v) suspected fraud or abuse; or (vi) requests from regulators, carriers, or platform partners. Buyer will reasonably cooperate with Company in investigating complaints and providing logs/records to the extent related to Company's risk assessment.
14. Term; Cancellation; Effect of Termination
This Agreement is effective as of the Effective Date and continues month-to-month until cancelled. Buyer may cancel at any time by written notice to the billing notices email. Company may terminate at any time for risk or business reasons. Upon termination: i) no refunds are due; ii) any outstanding amounts become immediately due; (iii) Buyer's access may be disabled; and (iv) Sections intended to survive shall survive.
15. Confidentiality; Injunctive Relief
Each Party will keep the other Party's Confidential Information confidential and use it only to perform under this Agreement. Confidential Information includes pricing, publisher identities, routing, and performance data. Unauthorized disclosure causes irreparable harm; the non-breaching Party may seek injunctive relief without posting bond.
16. Limitation of Liability
To the maximum extent permitted by law, Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or goodwill. Company's total liability for any claim will not exceed the amounts paid by Buyer to Company in the preceding 30 days.
17. Collections and Recovery Costs (25% Recovery Fee)
If Buyer fails to pay any amount owed, initiates a chargeback, reverses a payment, or otherwise defaults, Company may pursue collection of all outstanding balances. Buyer will pay, in addition to the outstanding balance, all costs of collection incurred by Company, including collection agency fees, arbitration fees, filing fees, administrative fees, investigation costs, credit card dispute fees, expert fees, and reasonable attorneys' fees.
In addition, Buyer agrees to pay a collection recovery fee equal to twenty-five percent (25%) of the total outstanding balance. The Parties agree this fee is a reasonable estimate of administrative and recovery costs. The recovery fee is due upon default and applies whether or not the matter proceeds to arbitration, litigation, or third-party collections. Company may assign the debt and may report unpaid balances to credit reporting agencies to the fullest extent permitted by law.
18. Governing Law; Arbitration; Class Action Waiver; Attorneys' Fees
18.1 Governing Law. This Agreement is governed by the laws of the State of Wyoming, without regard to conflicts of laws rules.
18.2 Binding Arbitration; Venue. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration venue will be Sheridan County, Wyoming, unless Company elects another Wyoming venue.
18.3 Delegation. Any dispute regarding the scope, enforceability, or applicability of this arbitration clause will be decided by the arbitrator, not a court, to the maximum extent permitted by law.
18.4 Class/Collective Action Waiver. Disputes must be brought on an individual basis only. Buyer waives any right to participate in any class, collective, representative, or private attorney general action to the maximum extent permitted by law. The arbitrator may not consolidate claims or preside over any form of representative proceeding.
18.5 Provisional Relief. Either Party may seek temporary injunctive relief in a court of competent jurisdiction in Wyoming to protect Confidential Information or intellectual property.
18.6 Fees. To the maximum extent permitted by law, the prevailing Party in any action to enforce an arbitration award or to collect amounts owed under this Agreement is entitled to recover reasonable attorneys' fees and costs. addition to any other amounts due.
19. Miscellaneous
Notices. Billing and legal notices to Company must be sent to support@fidatoleads.com. Notices to Buyer will be sent to the email on file in the Platform.
Relationship. The Parties are independent contractors; no partnership, joint venture, or agency is created.
Assignment. Buyer may not assign this Agreement without Company's written consent. Company may assign in connection with a sale of assets or corporate reorganization.
Amendments. Company may update this Agreement with notice through the Platform or email. Continued use constitutes acceptance. If Buyer does not accept, Buyer's sole remedy is to cancel (no refunds).
Severability. If any provision is unenforceable, the remainder remains in effect.
Waiver. No waiver is effective unless in writing.
Counterparts & Electronic Signature. Electronic acceptance and e-signatures are binding and equivalent to original signatures.
