Lead Generation Agreement

Lead Generation Agreement

Broker Agreement

WHEREAS, 33 Mile Radius, LLC desires to provide marketing services to Buyer and to sell leads to Buyer.

WHEREAS, Buyer desires to purchase marketing services from 33 Mile Radius, LLC and to purchase leads from 33 Mile Radius, LLC.

WHEREAS, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Buyer agrees to purchase valid leads from 33 Mile Radius, LLC and 33 Mile Radius, LLC agrees to attempt to generate valid leads for Buyer.

Buyer agrees to pay 33 Mile Radius, LLC for each valid lead purchased in accordance with Schedule A. The commission calculated by 33 Mile Radius, LLC is the sole and binding accounting of amounts due under this Agreement.

Terms and Conditions: The Terms and Conditions attached as Schedule A are incorporated by reference and are binding upon the parties. The undersigned parties acknowledge and represent that each is duly authorized to execute this Agreement on behalf of its company.

Schedule A

Terms and Conditions

Definitions

1. “Seller” means any entity that sells leads to 33 Mile Radius, LLC.
2. “Buyer” means an entity that purchases leads from 33 Mile Radius, LLC. In the Agreement, the terms “Buyer” and “you” are used interchangeably.
3. “Agreement” means this Agreement, the Terms and Conditions, and any other documents incorporated by the parties.
4. “Valid Lead” means a call by any person, or representative for that person, who can authorize work to be done on the property, seeking a free estimate and/or service within Buyer’s service area. If the lead is outside of Buyer’s service area and Buyer provides a free estimate and/or service, the lead is considered valid.

Term

This Agreement shall begin on the date specified on the first page of this Agreement and shall continue until terminated by either party under this Agreement. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be original, and all such counterparts shall constitute one and the same instrument. Signatures transmitted electronically, by email and by fax shall be valid as originals.

Termination

1. Either party may terminate the Agreement with 7 days written notice to the other party. This Agreement shall also be terminated should either party make an assignment for the benefit of creditors, or commences or has commenced against it any proceedings in bankruptcy, insolvency, or reorganization.
2. In addition, 33 Mile Radius, LLC reserves the right, at its sole discretion, to terminate this Agreement for any violation of any part this Agreement.
33 Mile Radius, LLC’s Obligations
1. 33 Mile Radius, LLC will provide Buyer with leads from various online and offline marketing sources.
2. 33 Mile Radius, LLC will provide Buyer with access to review call recordings and leads at calls.33mileradius.com
3. 33 Mile Radius, LLC will maintain call recordings for 90 days
4. 33 Mile Radius, LLC will review any leads disputed by Buyer and make a binding decision regarding the validity of the lead.

Buyer’s Obligations

1. Buyer shall adhere to the Terms and Conditions of this Agreement and any other policies that 33 Mile Radius, LLC may provide to the Buyer.
2. Buyer shall provide and maintain accurate contact and payment information with 33 Mile Radius, LLC. Buyer acknowledges that failure to maintain accurate contact and payment information may result in a delay in payment.
3. Buyer shall pay 33 Mile Radius, LLC a one-time setup fee of ${Setup} for the following counties in {State(s)}: {County(s)}.
4. Buyer shall pay 33 Mile Radius, LLC a commission fee of ${Price Per Lead} for each valid water damage lead.
5. Buyer shall pay 33 Mile Radius, LLC a commission fee equal to the agreed upon water lead cost in the county the lead occurred in for each valid Fire/smoke removal lead.
6. Buyer shall pay 33 Mile Radius, LLC a commission fee equal to the agreed upon water lead cost in the county the lead occurred in for each valid Bio Hazard/Crime scene removal lead.
7. Buyer shall pay 33 Mile Radius, LLC a commission fee equal to the agreed upon water lead cost in the county the lead occurred in for each valid Reconstruction Lead
8. Buyer shall pay 33 Mile Radius, LLC a commission fee of $100 for each valid mold removal lead.
9. Buyer shall pay 33 Mile Radius, LLC a commission fee of $50 for each valid air-duct cleaning lead.
10. Buyer shall pay 33 Mile Radius, LLC a commission fee of $50 for each valid carpet cleaning lead.
11. Buyer shall pay 33 Mile Radius, LLC a commission fee of $50 for each valid upholstery cleaning lead.
12. A new billing cycle starts every Monday at 12:01 AM EST. Leads generated during week one are billed on Thursday of week two or when a balance of $1,000 has accrued, whichever milestone comes first. Buyer authorizes 33 Mile Radius, LLC to charge the credit card on file every Thursday for leads generated during the previous billing cycle.
13. Buyer must dispute the previous week’s leads at calls.33mileradius.com before 12:00 PM EST every Tuesday.
14. Buyer must be licensed, bonded, insured. BBB affiliation is optional but recommended.
15. Buyer authorizes 33 Mile Radius, LLC to charge the credit card on file for any setup fees. Setup fees are billed upon execution of this Agreement.
16. Buyer agrees to receive calls 24 hours a day, 365 days a year.
a. Unanswered calls and busy calls cost Seller money to generate and are deemed valid leads.
b. Additionally, email and text notifications are sent to Buyer which allows Buyer to follow up on unanswered calls and busy calls. Therefore, unanswered calls, 4 or more rings as heard on the call recording, and busy calls are billable as valid leads.
c. Calls that are abandoned during an automated phone system, including, but not limited to IVR’s and voicemail, are billable as valid leads.
17. Buyer agrees not to click on any PPC ads as it costs Seller money that can drive leads. If Buyer clicks on a PPC ad, Buyer will pay Seller $100 per click.
18. Buyer agrees to pause their account for no more than 7 days within a month (30 day time period) without approval from Seller. Buyer must pause their account by logging into calls.33mileradius.com
19. If Buyer provides an estimate for mold services, Buyer agrees to pay Seller $100 or more if Buyer agrees to a higher cost per lead in his/her service area.
20. If Buyer provides an estimate for plumbing services, Buyer agrees to pay Seller $60 or more if Buyer agrees to a higher cost per lead in his/her service area.
21. Buyer agrees to not misrepresent themselves as any other company.

Billing

Buyer agrees to keep a current and valid credit card on file with the Seller. This credit card will be used as the primary payment method. If the Buyer’s credit card declines, the following escalation process will be commenced:

1. The Seller will immediately lock the Buyer’s account, and no further leads will be sent to the Buyer until an updated credit card is provided or the previous card is accepted.
2. If a valid payment method is not provided within thirty (30) days of the credit card decline, the Buyer will be sent a final collection letter from Seller and a late payment penalty of 10% of the outstanding balance will be applied to the Buyer’s account balance. Additional monthly charges of 10% of the outstanding balance will be applied to the account until a valid payment method is provided.
3. If there is no response or good faith attempt to negotiate payment terms within fifteen (15) days of Buyer receipt of final collection letter, Seller reserves the right to forward the account balance to a collection agency.

Warranty

1. THE SERVICES PROVIDED AND MADE AVAILABLE TO BUYER PURSUANT TO THE AGREEMENT ARE RENDERED “AS IS” AND 33 MILE RADIUS, LLC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BUYER WILL NOT HOLD 33 MILE RADIUS, LLC OR ITS AFFILIATES LIABLE OR RESPONSIBLE FOR THE ACTIVITIES OF VISITORS OF ANY WEBSITE. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY DECIDED THAT THE SERVICES ARE APPROPRIATE FOR THE PURPOSES FOR WHICH BUYER INTENDS, AND THAT BUYER DID NOT RELY ON ANY SKILL OR JUDGMENT OF 33 MILE RADIUS, LLC IN SUCH SELECTION.
2. IT IS UNDERSTOOD AND AGREED THAT 33 MILE RADIUS, LLC’S LIABILITY FOR ANY DAMAGES SUFFERED BY BUYER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY THEORY, IN NEGLIGENCE, OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT PAID TO BUYER BY 33 MILE RADIUS, LLC PURSUANT TO THE AGREEMENT WITHIN THE NINETY (90) DAY PERIOD PRIOR TO AND INCLUDING THE FIRST DATE ON WHICH ANY SUCH CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL 33 MILE RADIUS, LLC BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) OF BUYER OR ANY THIRD PARTY OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EVEN IF 33 MILE RADIUS, LLC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Buyer represents and warrants that Buyer has or will:
a. comply with all applicable laws, statutes, ordinances, and regulations; and
b. not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories.

Rights and Duties Regarding Intellectual Property

Buyer acknowledges that all intellectual property, including but not limited to web pages, web sites, social media pages and local listings provided to it by 33 Mile Radius, LLC are the sole and exclusive property of 33 Mile Radius, LLC. Buyer agrees and acknowledges that no right, title, interest, or license in or to any intellectual property is or shall be conveyed or granted to Buyer. Buyer agrees and acknowledges that 33 Mile Radius, LLC’s intellectual property constitutes confidential information. Buyer further agrees that it shall not copy, transfer, modify, translate, reverse engineer, decompile, or disassemble any of 33 Mile Radius, LLC’s intellectual property, nor attempt to do the same.

Relationship of Parties

Buyer and 33 Mile Radius, LLC are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of 33 Mile Radius, LLC. You agree not to make any statement that might reasonably contradict anything in this paragraph.

Indemnification

Buyer irrevocably covenants, promises, and agrees to indemnify and hold harmless 33 Mile Radius, LLC, its agents, subsidiaries, affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits.

Amendments

33 Mile Radius, LLC reserves the right to change any conditions of this Agreement at any time. 33 Mile Radius, LLC shall send notices of any changes to you by email, you agree to comply with any changes in the Agreement within 5 calendar days from the date of that 33 Mile Radius, LLC sent you notification of the changes.

Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party, each of the parties agrees that all information will remain strictly confidential and shall not be used by such party for its own purposes unless:
1. the information is available to the general public without a wrongful act of the receiving party;
2. the other party agrees in writing that the information may be disclosed without restriction’
3. the information is already known to the receiving party;
4. the information is developed independently by the receiving party without reference to any confidential information provided by the other party;
5. the information is furnished by the other party to a third party without restriction on disclosure; or
6. the information is disclosed pursuant to a court order.

Choice of Law

This Agreement shall be construed under the laws of the State of Ohio. The parties consent to the jurisdiction and venue of the United States District Court for the Northern District of Ohio. In the event that litigation results from or arises out of this Agreement or the performance thereof, you agree to reimburse 33 Mile Radius, LLC’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which 33 Mile Radius, LLC may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the causes of action actually accrued regardless of whether damages were otherwise as of said time calculable.

Severance

In the event that any term or provision of this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, the remaining terms and provisions of this Agreement shall survive and this Agreement shall be interpreted and construed as if such term or provision, to the extent it has been held invalid, illegal, or unenforceable, had never been contained herein.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties, and this Agreement may not be modified, altered, or amended except by a written agreement signed by both parties or their duly appointed representatives.

Assignment

This Agreement may not be assigned by Buyer without prior written approval by 33 Mile Radius, LLC.

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