By completing your purchase through our website, you accept and agree to the terms of this LEAD PURCHASE AND SALE AGREEMENT (this “Agreement”), made effective as of the date of purchase by and between FULL THROTTLE LEADS (“FTL“) and Lead Purchaser (“Purchaser”).
WHEREAS, FTL is engaged in the business of generating sales leads, and Purchaser wishes to buy sales leads from FTL pursuant to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual promises herein made, and in consideration of the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Definitions. Wherever used herein:
“API” shall mean an Automatic Programming Interface used to integrate two or more software applications such as a CRM;
“Budget” shall refer to either (i) the total dollar amount Purchaser intends to spend on Exclusive Leads purchased hereunder, calculated as the product of the Lead Count multiplied by the Cost Per Lead; or (ii) the total dollar amount Purchaser intends to spend on one or more purchased Lead Plans;
“Cost Per Lead” or “CPL” shall refer to the fixed price paid by Purchaser to FTL for each Qualified Lead delivered pursuant to the terms and conditions hereof;
“CRM” shall mean Customer Relationship Management software;
“Disputed Lead” shall refer to any Lead determined by Purchaser to either (i) contain inaccurate or invalid Necessary Data; or (ii) not be a Qualified Lead, which is submitted by Purchaser to FTL for Replacement in accordance with section 5 hereof;
“Exclusive Lead” shall refer to any Lead which FTL sells and delivers exclusively to Purchaser, subject to the provisions of section 7 hereof;
“Lead” shall refer to the set of data elements, including at minimum, the Necessary Data, associated with a U.S. business delivered to Purchaser in accordance with section 4 hereof. Other information may be included in a Lead, such as credit score range, desired funding amount, proposed use of funds, best time and preferred method of contact, however FTL is under no obligation to provide any data elements in addition to the Necessary Data;
“Lead Count” shall refer to the fixed number of Leads FTL is selling to Purchaser and Purchaser is buying from FTL;
“Lead Plan” shall refer to a Lead delivery plan, more particularly set forth in the applicable product description on the FTL website, under which Purchaser shall buy from FTL, and FTL shall sell and deliver to Purchaser, a minimum weekly Lead Count of Semi-Exclusive Leads for the duration of the Term;
“Necessary Data” shall include the following minimum data elements FTL must deliver to Purchaser for a Lead to be considered a Qualified Lead: (i) company or trade name; (ii) contact name; (iii) phone number; and (iv) email address;
“Qualified Lead” shall refer to Leads purchased and delivered pursuant to this Agreement meeting the following criteria: (i) contains valid Necessary Data; (ii) minimum time in business of six (6) months; and (iii) minimum average monthly deposits of $10,000 into at least one business checking account; and
“Semi-Exclusive Lead” shall refer to any Lead which FTL sells and delivers to Purchaser and up to two additional buyers simultaneously; and
“Term” shall refer to the term of this Agreement, as specified in the applicable product description on the FTL website, for each Lead Plan purchased by Purchaser.
2. Purchase and Sale. During the Term, Purchaser agrees to buy from FTL, and FTL agrees to sell and deliver to Purchaser, the Lead Count of Qualified Leads at the Cost Per Lead specified in the applicable product description on the FTL website for each Lead Plan purchased by Purchaser.
3. Purchaser Deposit. Purchaser shall deposit with FTL the Budget for the Leads prior to any delivery of Leads (the “Deposit”).
a. Purchaser shall deliver Deposit to FTL using one of more accepted payment methods on the checkout page of the FTL website, after accepting the terms and conditions of this Agreement.
b. If this Agreement is for the purchase and sale of Exclusive Leads, the Deposit will be exhausted on a Lead-by-Lead basis as Qualified Leads are delivered to Purchaser.
c. If this Agreement is for a Lead Plan, the Deposit will be exhausted at the start of the Lead Plan Term.
d. No refund of the Deposit or any portion thereof shall be given under any circumstances.
4. Delivery of Leads.
a. FTL will automatically deliver Leads, as generated, to Purchaser via e-mail.
b. Upon Purchaser’s request and subject to the provisions of section 8 hereof, FTL may also deliver Leads directly into Purchaser’s CRM, provided such CRM has an API that FTL can integrate with.
c. Notwithstanding the minimum weekly Lead Count delivery requirements pursuant to an active Lead Plan, FTL makes no representations or guarantees with respect to the timing or consistency of Lead delivery due to fluctuations in demand, Purchaser pausing delivery, delivery on holidays and weekends, and any other circumstance outside the control of FTL.
d. FTL shall retain Purchaser’s deposit until exhausted by Qualified Leads delivered to Purchaser.
5. Lead Replacements.
a. For a Disputed Lead to be accepted by FTL, Purchaser must submit a request via email to sales@fullthrottleleads.com, or via such other reasonable method as FTL may require, within five (5) business days of FTL’s initial delivery of the Lead, containing (i) the Necessary Data for the Disputed Lead; (ii) the reason(s) for the dispute; and (iii) any supporting information or documentation.
b. If the dispute request is for an Exclusive Lead purchased hereunder, then notwithstanding the terms of subsection (c) hereof, upon verifying the claims made in Purchaser’s dispute request, or after five (5) business days, whichever is sooner, FTL shall credit Purchaser’s Deposit for the CPL of the Disputed Lead, and such credit shall be used to issue a replacement of the Disputed Lead with a new Lead (“Replacement”).
c. If the dispute request is for a Semi-Exclusive Lead delivered pursuant to a Lead Plan hereunder, then notwithstanding the terms of subsection (c) hereof, upon verifying the claims made in Purchaser’s dispute request, or after five (5) business days, whichever is sooner, FTL shall make an adjustment to the Lead Count such that the Disputed Lead is not deducted.
d. If Purchaser requests a credit for a Disputed Lead, and FTL is able to obtain, within five (5) business days of its receipt of the Disputed Lead, via Internet or other public search, valid contact information to satisfy the Necessary Data requirements hereof, then no replacement or credit will be provided, and the Disputed Lead will be counted as a Qualified Lead.
e. The number of Exclusive Lead Replacements, or Semi-Exclusive Leads accepted as Disputed Leads, as the case my be, shall not exceed 10% of the total Lead Count for this Agreement.
6. Accuracy. Notwithstanding the Replacement provisions of section 5 hereof, Seller does not verify or guarantee the accuracy of any Lead data, including the Necessary Data.
7. Exclusivity; Limited Title.
a. Notwithstanding the provisions of subsection (c) hereof, Purchaser shall have the exclusive right to each Exclusive Lead sold and delivered to Purchaser hereunder, and FTL shall be prohibited from reselling or delivering such Lead to any other party.
b. In the case of Semi-Exclusive Leads, notwithstanding the provisions of subsection (c) hereof, Purchaser shall share the right to each Lead delivered with the other recipient(s) thereof, subject to the applicable provisions of the Lead Plan, and FTL shall be prohibited from reselling or delivering such Lead to any other party.
c. If Purchaser does not renew this Agreement or enter into a new Lead Purchase Agreement with FTL within 30 days after the expiration of the Term hereof, then Purchaser’s right to the Leads purchased hereunder shall convert to that of limited title, and FTL may, in its sole discretion, at any time and without providing any notice to Purchaser, resell and deliver any or all of the Leads purchased hereunder to any other party.
8. CRM & API. FTL has the ability to integrate with certain CRM systems that offer an API. Any API integration with a CRM administered by FTL will be completed at FTL’s sole cost and expense. If Purchaser uses a CRM not administered by FTL, it is Purchaser’s responsibility to provide API documentation and mapping details for their CRM to FTL. FTL may, in its sole discretion, choose not to integrate with a particular CRM for any or no reason. If FTL agrees to integrate with a CRM not administered by FTL, then Purchaser shall reimburse FTL for its reasonable costs actually incurred in completing the API integration, within ten (10) days of its receipt of an invoice detailing any and all such costs. FTL makes no representations or warranties with respect to the quality, speed, or accuracy of any such API integrations with external CRM systems not administered by FTL.
9. Confidentiality. The contents of this Agreement and any discussions between the parties shall remain confidential for a period of six (6) months from the date of Termination of this Agreement or any renewal thereof. Each party shall hold the other party’s information in strict confidence with the same degree of care as they would their own information. Information already known prior to the execution of this Agreement or available as public knowledge does not constitute Confidential Information. The obligations under this provision shall survive Termination.
10. No Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, FTL MAKES NO REPRESENTATIONS NOR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FTL MAKES NO WARRANTY OR REPRESENTATION AS TO THE EFFICACY OF ITS LEADS. FTL DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE PURCHASE OR USE OF ANY LEAD PURCHASED PURSUANT TO THIS AGREEMENT WILL BE SUCCESSFUL OR THAT ANY PARTICULAR SALES LEVEL WILL BE ACHIEVED.
11. Termination.
a. Exclusive Leads. If Purchaser has elected to buy Exclusive Leads hereunder, this Agreement shall terminate when the Deposit has been fully exhausted or upon delivery of the last Qualified Lead from FTL to Purchaser.
b. Lead Plans. If Purchaser has elected to buy one or more Lead Plans hereunder, this Agreement shall terminate upon the last day of the Term of the latest-expiring Lead Plan purchased by Purchaser.