1. PURPOSE
Seller is an owner and operator of proprietary marketing properties and generates high-intent inbound Leads and Calls through its owned and operated assets (“O&O Traffic”). Buyer desires to purchase certain Leads and/or Calls from Seller subject to the terms and conditions set forth herein.
This Agreement governs all Leads and Calls delivered by Seller to Buyer unless otherwise agreed in writing.
________________________________________
2. DEFINITIONS
“Lead” means consumer contact information submitted through Seller’s O&O properties that meets mutually agreed qualification criteria.
“Call” means an inbound telephone call initiated by a consumer that meets mutually agreed qualification and duration requirements.
“Qualified Lead” or “Qualified Call” means a Lead or Call that satisfies the criteria set forth in the applicable campaign confirmation, including agreed geographic, service, and duration parameters.
________________________________________
3. COMMERCIAL TERMS
Specific pricing, verticals, geographic targeting, duration requirements, caps, and any exclusivity terms shall be confirmed in writing via email or written campaign confirmation and incorporated herein by reference.
Unless otherwise agreed in writing:
• All traffic is non-incentivized.
• All Calls are inbound only.
• Seller retains control over traffic generation methods.
• No exclusivity is granted unless expressly stated in writing.
________________________________________
4. DELIVERY AND SYSTEM OF RECORD
Seller shall deliver Leads and Calls via mutually agreed technical methods.
Seller’s internal tracking and delivery records shall serve as the exclusive system of record for purposes of delivery verification, billing, and dispute resolution, absent demonstrable technical malfunction.
________________________________________
5. ACCEPTANCE, DISPUTES, AND FINALIZATION
5.1 Dispute Window
Buyer must submit any dispute in writing within seven (7) calendar days of delivery.
Disputes must identify specific Leads or Calls and include objective technical evidence. General dissatisfaction, downstream conversion results, or client performance metrics shall not constitute valid grounds for rejection.

5.2 Month-End Finalization
All Leads and Calls delivered during a calendar month shall be deemed finally accepted and irrevocably approved as of 11:59 PM (Buyer’s time zone) on the last day of that calendar month, except for specific Leads or Calls properly disputed within the dispute period set forth above.
No Leads or Calls may be disputed, rejected, adjusted, or otherwise challenged after the close of the applicable calendar month.
All undisputed Leads and Calls shall be final, non-reversible, and not subject to retroactive rejection, clawback, offset, deduction, or chargeback.
Disputed volume in any month shall not exceed ten percent (10%) of delivered volume absent clear and convincing evidence of systemic technical failure.
Call Validation

5.3 Call Validation
Calls shall be considered valid where the caller is successfully connected to the Buyer’s system and meets the mutually agreed qualification criteria.
Calls routed to IVR or queue systems that exceed sixty (60) seconds prior to reaching a live representative shall be deemed valid and billable, provided the call meets all other agreed qualification criteria.
________________________________________
6. PAYMENT TERMS
6.1 Invoicing
Seller shall issue an invoice on or before the fifth (5th) business day of the following calendar month for all finalized Leads and Calls delivered during the prior month.
6.2 Net 15 Payment
Buyer shall remit full payment of all undisputed amounts within fifteen (15) calendar days following the date of invoice (Net 15).
6.3 No Offsets
Buyer shall not offset, deduct, net, or withhold any undisputed amounts without Seller’s prior written consent.
Any delay due to disputed Leads or Calls shall be limited solely to the specific disputed amounts.
6.4 Late Payment
Any undisputed amount not received by Seller within the payment period specified in Section 6.2 shall bear interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), accruing from the date such payment was due until paid in full.
Buyer shall also be responsible for all reasonable costs of collection incurred by Seller, including but not limited to attorney’s fees, court costs, and collection agency fees.
The accrual of interest under this section shall not constitute a waiver of any other rights or remedies available to Seller under this Agreement or at law.
6.5 Suspension of Service
If Buyer fails to remit any undisputed payment within five (5) calendar days following the due date specified in Section 6.2, Seller may, upon written notice to Buyer, immediately suspend delivery of all Leads and Calls until such outstanding amounts, including any accrued interest under Section 6.4, are paid in full.
Suspension of delivery under this section shall not relieve Buyer of any payment obligations for Leads or Calls delivered prior to suspension, nor shall it constitute a termination of this Agreement.
Seller shall resume delivery within two (2) business days following receipt of all outstanding amounts in full. Seller shall not be liable for any loss, damage, or delay suffered by Buyer as a result of a suspension exercised in accordance with this section.
If Buyer’s account remains delinquent for more than thirty (30) calendar days following the original due date, Seller may, at its sole discretion, terminate this Agreement immediately upon written notice without further obligation to deliver Leads or Calls, in addition to exercising all remedies available under this Agreement or at law.

________________________________________
7. COMPLIANCE
Each Party shall comply with all applicable federal and state laws, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and applicable data protection regulations.
Seller represents that Leads and Calls are generated through compliant marketing practices and appropriate consumer consent where required.
Buyer is solely responsible for its downstream use of Leads and Calls.
________________________________________
8. INDEMNIFICATION
Each Party shall indemnify, defend, and hold harmless the other Party from third-party claims arising directly from its own breach of this Agreement or violation of applicable law.
________________________________________
9. LIMITATION OF LIABILITY
Except in cases of fraud or willful misconduct, each Party’s total cumulative liability shall not exceed the total amount paid by Buyer to Seller during the three (3) months preceding the event giving rise to the claim.
Neither Party shall be liable for indirect, incidental, consequential, or punitive damages.
Notwithstanding the foregoing, the limitations set forth in this Section 9 shall not apply to Buyer’s payment obligations for Leads and Calls delivered under this Agreement, including any accrued interest, collection costs, or other amounts owed under Sections 6.2, 6.4, and 6.5.

________________________________________
10. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and continue until terminated by either Party upon seven (7) days’ written notice.
Termination shall not affect payment obligations for Leads or Calls delivered prior to termination.
________________________________________
11. CONFIDENTIALITY
Each Party agrees to maintain the confidentiality of proprietary information disclosed under this Agreement.
________________________________________
12. FORCE MAJEURE
Neither Party shall be liable for any delay or failure in performance under this Agreement (other than payment obligations) to the extent caused by events beyond such Party’s reasonable control, including but not limited to acts of God, natural disasters, governmental actions, platform policy changes or suspensions, labor disputes, telecommunications failures, internet outages, carrier disruptions, power failures, or other force majeure events.
The affected Party shall provide prompt written notice of such event and shall use commercially reasonable efforts to resume performance as soon as practicable.
________________________________________
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
________________________________________
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether written or oral.
Any amendment must be in writing and signed by both Parties.
________________________________________