Lead Buyer Agreement

LeadPile Lead Buyer Agreement

This Lead Buyer Agreement ("Agreement") is made by between Cashfast123 LLC, a Delaware limited liability company ("Leadpile"), and you ("You"). Leadpile operates a "Lead Marketplace" on its website at www.leadpile.com (the "Website").

1. Introduction

The Lead Marketplace facilitates the exchange of information about potential customers who have indicated an interest in a particular type of goods or services (each, a "Lead"). A "Lead" is defined as a specific request made by a consumer for a specific product or service (main request). A "co-registration" or "secondary request" lead is defined as a specific request made by a consumer for a different product or service, other than the main request, placed at the same time with the main request. Participants in the Lead Marketplace include "Lead Buyers" and "Lead Sellers." Each "Lead Seller" uses the Lead Marketplace to market and sell Leads. Each "Lead Buyer" uses the Lead Marketplace to search for and/or purchase Leads from Lead Sellers. Lead Buyers pay a transaction fee to Leadpile for each purchase of a Lead from a Lead Seller.

2. Participation in Programs.

You agree that, if you are accepted by Leadpile as a Lead Buyer (in Leadpile's sole and absolute discretion), you will abide by the terms and conditions of this Lead Buyer Agreement, and any other surviving agreement between you and Leadpile, e.g., the Leadpile.com Terms of Use Agreement. So long as you remain a member of the Lead Buyer program, you will have the opportunity to purchase Leads from Lead Sellers subject to the terms and conditions of this Agreement and other rules and requirements set forth by Leadpile on the Website.

Details of a Lead Buyer program will be available through the Website, including without limitation rules and requirements governing the use of Leads, and the fee(s) charged by Leadpile for your participation in and use of the Lead Marketplace.

3. Use of Leads

You agree that you will use Leads consistent with the terms and conditions of this Agreement, the rules posted on the Website, and all applicable laws and regulations. You further agree that you will not knowingly allow any person or entity to misuse Leads, and will alert Leadpile immediately upon discovering any misuse or potential misuse of any Lead.

THE MISUSE OF LEADS MAY RESULT IN THE TERMINATION OF YOUR ACCOUNT, FORFEITURE OF ALL PURCHASED LEADS, CIVIL ACTION, CRIMINAL CHARGES, AND/OR ANY OTHER REMEDY AVAILABLE IN EQUITY OR AT LAW.

4. Representations and Warranties.

YOU REPRESENT, WARRANT, COVENANT AND AGREE THAT (A) YOU ENTER INTO THIS AGREEMENT WITH THE INTENT TO USE THE LEADS AND THE LEAD MARKETPLACE CONSISTENT WITH THE TERMS OF THIS AGREEMENT, ETHICAL BUSINESS PRACTICES, AND ALL APPLICABLE LAWS AND REGULATIONS; (B) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) THE EXECUTION OF THIS AGREEMENT BY YOU, AND YOUR USE OF THE LEADS DO NOT AND WILL NOT VIOLATE ANY LAW OR REGULATION, OR ANY AGREEMENT TO WHICH YOU ARE A PARTY; AND (D) YOU WILL NOT ENGAGE IN OR FACILITATE THE USE OF INDISCRIMINATE ADVERTISING OR UNSOLICITED COMMERCIAL EMAIL, OR OTHERWISE FAIL TO COMPLY WITH THE CAN SPAM ACT OF 2003 OR ANY SUCCESSOR LEGISLATION, OR ANY OTHER LAW OR REGULATION THAT GOVERNS MARKETING OR COMMUNICATIONS. YOU ACKNOWLEDGE THAT LEADPILE (A) MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS NOT SET FORTH IN THIS AGREEMENT; AND (B) DOES NOT INVESTIGATE OR OTHERWISE VERIFY LEADS SOLD BY LEAD SELLERS.

5. Account Information.

You agree to provide Leadpile.com with accurate information (e.g., contact information, detailed corporate information, promotional methods, etc.) as set forth or required on the Website, and to maintain the information associated with your Lead Buyer account such that it remains accurate and current at all times.

6. Indemnification.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD LEADPILE AND OUR PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, ASSIGNS, THIRD PARTY SUPPLIERS OF INFORMATION, ATTORNEYS, ADVERTISERS, SERVICE PROVIDERS, AND AFFILIATES HARMLESS FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, OR YOUR USE OF THE LEADS OR THE WEBSITE.

7. Arbitration.

Any controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to intellectual property, the Website, or the use of any Lead, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. The arbitration shall be conducted in Phoenix, Arizona and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Phoenix, Arizona necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own legal fees and associated costs.

8. Warranty Disclaimer.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE LEADS, THE LEAD MARKETPLACE, AND THE WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE LEADS, THE LEAD MARKETPLACE, AND THE WEBSITE ARE AVAILABLE ON AN "AS IS" "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LEADPILE MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE LEADS, THE LEAD MARKETPLACE, THE WEBSITE, OR ANY LEAD SELLER.

9. Limitation of Liability.

LEADPILE DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ANY WAY ARISING FROM (A) THE USE OR DISCLOSURE OF ANY LEAD; (B) ANY TRANSACTION OR COMMUNICATION BETWEEN YOU AND A LEAD SELLER; OR (C) THE FUNCTIONALITY OR OPERATION (OR FAILURE TO FUNCTION OR OPERATE) OF THE LEAD MARKETPLACE OR THE WEBSITE, EVEN IF LEADPILE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, LEADPILE SHALL NOT BE LIABLE FOR DAMAGES EXCEEDING THE AMOUNT PAID BY YOU TO LEADPILE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT THAT GAVE RISE TO THE DAMAGES.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT LEADPILE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH ANY TRANSACTIONS BETWEEN LEAD BUYERS AND LEAD SELLERS, OR FOR ANY INFORMATION APPEARING ON LEAD BUYERS' OR LEAD SELLERS' WEBSITES.

10.Miscellaneous

The terms and conditions of this Agreement represent the complete, final and exclusive agreement between Leadpile and you, and supersede all prior agreements, representations and understandings with the exception of the Leadpile.com Terms of Use Agreement and, if applicable, the Lead Seller Agreement. Notwithstanding the foregoing, if you entered into a separate agreement with Leadpile governing your use of the Lead Marketplace, then that agreement (the "Negotiated Agreement") will survive, and only those provisions of this Agreement that do not conflict with the Negotiated Agreement will apply. This Agreement may be terminated by Leadpile at any time for any reason or no reason. Leadpile reserves the right to change the Lead Marketplace or the Website at any time with or without notice. If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern. This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona, and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). You agree that any legal action or proceeding between Leadpile and you permitted by the arbitration provision herein shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Phoenix Arizona. Any cause of action or claim you may have with respect to this Agreement or Leadpile.com must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale, merger, or assignment of assets. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.