Buyer Terms and Conditions
Set forth below are the general terms and conditions which apply to any leads you, the Seller, sell to Golden State Interactive, LLC, (“GSI, LLC”). Any Lead PURCHASE Insertion Order (“IO") you sign in connection with the SALE of leads to GSI, LLC specifically references these General Terms and Conditions and incorporates them by reference. As a material inducement for GSI, LLC to accept an IO from you, you, as the SELLER, agree to read and be bound by these General Terms and Conditions when you sign such Insertion Order with GSI, LLC. Please also understand that GSI, LLC is also bound by these terms and conditions.
1. Certain Definitions. You are sometimes referred to as “you”, “your”, the “Seller” or “Seller’s”. We are sometimes referred to as “GSI, LLC”, “we”, “our”, or” GSI, LLC’s.” The term “Agreement” means these General Terms and Conditions and any IO signed by you in connection with the purchase of leads from GSI, LLC by you. The term “party” means you and/or us, as the case may be.
2. Services. Seller will generate Leads, and GSI, LLC will purchase Accepted Leads from Seller. For the purposes of this Agreement, a Lead is defined as a person who completes and submits an information request form to Seller which information is subsequently posted to GSI, LLC by Seller. An Accepted Lead is a Lead where GSI, LLC responds to Seller’s post in real time with a "MATCHED" status code to be clearly described and agreed-upon by both parties during implementation. All MATCHED Leads (Less Invalid Leads Returned) will be purchased by a mutually signed IO. Each IO shall contain information concerning, but not limited to, the price per Accepted Lead, payment terms, Lead criteria, and other relevant specifications. GSI, LLC may choose to accept an IO in its sole discretion.
3. Payment. Payment shall be made by GSI, LLC on a monthly, Net 30 (thirty) days from invoice date, unless otherwise stated in the IO. Payment shall be made in full for all “VALID” leads. “INVALID LEAD” means a Lead that is rejected by a Golden State Interactive, LLC Buyer. Reasons for Lead rejection by a Golden State Interactive, LLC Buyer include, but are not limited to, duplicate Leads, and/or Leads that originate from a fictitious consumer, as ultimately determined by the reasonable judgment of Golden State Interactive, LLC. Such characteristics would include, but not be limited to, celebrity/popular information submission, any representation of test/trial, undecipherable keyboard inputs, submissions that include no active conduit of communication (i.e. that do not include at least one working phone number or email address).
“Duplicate Lead” means a Lead that contains the same name and or email address as a Lead that was delivered to Golden State Interactive, LLC within the preceding 45 days. “Chargeback” means a lead which was deemed invalid by Golden State Interactive, LLC and or its Buyer.
“Chargeback” (Invalid) leads are not completely marked in GSI, LLC’s reporting system until the 10th day after the lead date’s month end for All Insurance leads sold and the 15th day after the lead date’s month end for All Auto Loan leads sold.
Ping/Post SELLER will invoice Golden State Interactive, LLC on the 11th of the following month for All Valid Insurance and Mortgage Leads, and on the 16th of the following month for All Valid Auto Loan Leads based on the reporting provided by Golden State Interactive, LLC for the previous calendar months lead transactions.
*Terms of payment are net 30 days from the first of the month.
4. Term/Termination. This Agreement shall last for one year from the date of this Agreement except as provided otherwise. This Agreement shall renew automatically for additional one year terms until terminated by either party by written notice. Either party may terminate this agreement with or without cause with 10 days notice.
5. Obligations of Seller. During the term of this Agreement, Seller shall be responsible for the development, operation, and maintenance of its lead generation mechanisms and for all materials that appear therein. Creation of any artwork or methods of generating leads is subject to the terms outlined in the IO. Seller shall deliver the leads to the GSI, LLC through the same methods outlined in the insertion order and code each individual lead with a unique ID to help identify each partner running the campaign.
6. Obligations of GSI, LLC. During the term of this Agreement, GSI, LLC shall pay Seller for all Accepted and “VALID” Leads in accordance with the terms stated in #3 above. In addition, GSI, LLC shall keep accurate and proper records and books of account relating to the computation of payments to be made hereunder for a period of at least 12 months for each month’s activities.
8. Warrant by Affiliate on Bona Fide Applications
(b) SELLER WARRANTS THAT IN OBTAINING BONA FIDE APPLICATIONS, THEY HAVE COMPLIED WITH ALL APPLICABLE STATE AND FEDERAL LAWS, INCLUDING THOSE IDENTIFIED IN PARAGRAPH 7(A), ALL LAWS GOVERNING THE USE OF COMPUTERS AND COMPUTER NETWORKS TO TRANSMIT AND COLLECT INFORMATION FROM CONSUMERS, AND ALL LAWS GOVERNING THE USE AND DISCLOSURE OF NON-PUBLIC PERSONAL INFORMATION.
9. License. To the extent required hereunder, GSI, LLC and Seller grant to each other a limited, non-exclusive, revocable license to utilize and display the other’s trademarks and copyrighted materials for the purpose of carrying out their respective obligations hereunder. Other than the foregoing, neither party will use the other’s trade name, trademarks, logos or email materials in any public announcement regarding any matter, including, without limitation, the existence or content of this Agreement without the other’s prior written approval
10. Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, employee/employer or franchisor/franchisee relationship is intended or created by this Agreement. Neither party, its agents or employees shall be deemed or act as agents or representatives of the other party for any purpose, except as set forth in this Agreement, and cannot bind the other party to any agreement, either express or implied.
11. Indemnities. Seller and GSI, LLC shall defend, indemnify, and hold each other harmless against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the other may incur as a result of claims in any form by third parties (including any governmental or regulatory body or agency) arising out of or relating to this Agreement or any material breach hereunder. For purposes of this paragraph, each party shall be deemed to include its officers, directors, shareholders, employees, agents, and representatives.
12. Non-Disclosure / Confidential Information. For purposes of this Agreement, Confidential Information shall include, without limitation, Seller’s and GSI, LLC’s customer lists, marketing strategies, methods of obtaining new customers, non-public financial and commercial information and other "trade secrets". Both parties shall hold and maintain the Confidential Information in strictest confidence and in trust for both parties’ sole and exclusive benefit. GSI, LLC and Seller shall not, without prior written approval, directly or indirectly, use, publish or disclose to others, for either party’s benefit, or to the detriment of either party, any of the Confidential Information. Both parties shall take all necessary action to protect the confidentiality of the Confidential Information and only disclose it to those of its officers, directors, and employees who clearly need such access in order to fulfill any obligations hereunder. Each party agrees to indemnify the other party against any and all losses, damages, claims, or expenses (including attorney's fees) incurred or suffered by the other party as a result of GSI, LLC’s or Seller’s breach of this section. Either parties’ obligation to not disclose the other parties’ Confidential Information shall continue in full force and effect until one (1) year after Seller and LN, LLC cease to do business, except that Seller’s or GSI, LLC’s described obligations shall not extend to any of the Confidential Information that Seller or GSI, LLC can demonstrate was in the public domain on the date of this Agreement. Both parties shall return all Confidential information to the other party immediately upon termination of this Agreement. Not withstanding anything to the contrary contained herein, both parties understand and acknowledge that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Seller or GSI, LLC irreparable harm, the amount of which may be difficult to ascertain and, therefore, agree that Seller or GSI, LLC may apply to a court of competent jurisdiction in The State of FLORIDA, Pinellas County for injunctive relief. Such right of Seller or GSI, LLC to immediate injunctive relief is to be in addition to the remedies otherwise available to Seller or GSI, LLC hereunder.
13. DISCLAIMER / LIMITED LIABILITY. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES MADE HEREIN, GSI, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. GSI, LLC 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 ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GSI, LLC’S AGGREGATE MONETARY LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM BY SELLER IS LIMITED TO THE AMOUNT RECEIVED BY SELLER FROM GSI, LLC FOR THE IO GIVING RISE TO THE CLAIM.
14. Force Majeure. Neither GSI, LLC or Seller will be liable to the other for any delay or failure to perform hereunder that is due to causes beyond the control of said party including but not limited to internet disruptions, communication systems disruptions, government restrictions, labor strikes, war, sabotage, terrorism, flood, earthquake, fire, other natural disasters, or any other event beyond the reasonable control of such party.
15. Governing Law / Venue / Fees. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of FLORIDA, regardless of the choice of law or conflict of laws of that jurisdiction. The prevailing party in any dispute hereunder shall be entitled to its actual attorney's fees and costs (be they hourly or be they based on a contingency basis).
16. Third Party Beneficiaries. No person who is not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement.
17. Assignment / Successors / Assigns. Neither party may assign its rights or delegate its duties under this Agreement, except to its parent or wholly-owned subsidiary, without the prior written approval of the other party, which consent shall not be unreasonably withheld. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and assigns.
18. Entire Agreement / Miscellaneous. This Agreement sets forth the entire and exclusive understanding and agreement, and supersedes any prior or contemporaneous agreement or understanding (oral or written), between LN, LLC and Seller with respect to the subject matter hereof. In agreeing to these General Terms and Conditions, each party has had such independent advice and counsel of its attorneys and advisors as it has deemed necessary, in language such party understands, with respect to the advisability of agreeing to these General terms and Conditions, and each party has so agreed willingly, without fraud, duress or undue influence. In the event of conflicting terms between this Agreement and any signed IO, the IO shall govern. Either party's failure to act with respect to a breach by the other party or others does not waive its right to act with respect to subsequent or similar breaches. All notices under or relating to this Agreement shall be sent by email, facsimile or other instantaneous written communication, with a confirming copy sent by hand delivery, or overnight courier service. All notices shall be sent to the persons or addresses identified in any IO signed in connection herewith. Any notice that cannot for any reason be sent by instantaneous communication may be hand delivered. The date of notice shall be the date that the notice is sent. In the event that any term or condition of this Agreement is deemed null or void, all other terms and conditions shall remain in full force and effect.
19. Amendments. Any changes to this agreement must be in writing and signed by both GSI, LLC and the Seller.