WV1.1 - Updated 04/05/2018

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This agreement is between

Sonic Lead Purchasers

Individual, Bulk & Matching (Buyer)

and

Web Development Systems, LLC

dba Sonic Leads & Development (Seller)

150 E Robinson St Orlando, FL 32801

This contractual agreement is enacted upon a new user registration for an individual buyer and upon Sonic account onboarding processes (plus cc auth) for bulk & matching buyers. The terms of this contractual agreement are also pursuant any Weekly Updates or Technical Announcements.

Services & Pricing:

Full service details can always be referenced by visiting this office’s Lead Info page and will be subject to any onboarding information and/or service disclosures/updates as well.  Updates to Seller’s terms of service or lead pricing will be confirmed in writing (email, text message, agent/user update forums are sufficient).

Please Note:  Any pricing updates will reflect the most appropriate data metrics & market value as determined by the Seller and as explicitly communicated to the Buyer.  All lead fulfillment will always be supported by transparent reporting that is accessible to the Buyer. Non-lead or development services provided by the Seller will be subject to the quoted pricing under a separate services agreement.  

Filters & Delivery:

Seller will use variable advertising strategies and opt-in form collection methods in order to qualify criteria-specific online information.  This information will be presented exclusively and in real-time (24-hour window) to the Buyer’s designated email or CRM integration. All lead delivery preference changes must be requested in writing to Seller (Dashboard is sufficient) and will be updated within 48 business hours.  Lead delivery will default to randomized daily distribution, as routed by the Seller queueing system, unless daily delivery preferences are updated. These preferences are only accessible via Seller dashboards and/or extensions.

Discounts or Returns:

Any discounts offered or credits issued upon lead return requests will be at the discretion of the Seller, and in the event that a credit is applied to the Buyer’s account, future services will be subject to any appropriate rate updates. Seller offers no standard return policy due to the systems that are already built in to ensure that every lead prospect’s submission meets extensive intake criteria. All intake filters and form layouts are verified by certified third-party services to ensure standardized service quality to the Buyer, and any discretionary lead credit that is offered by the Seller will appropriately consider market standards for the industry as well as any lead flow issues specific to the Buyer’s account. A guide titled Agent Tips will be distributed to the Buyer so that it can be referenced by any Agents requesting details about the Seller’s lead systems.  This guide will provide standardized responses from the Seller that will address anything related to lead distribution, support, and/or quality. The Seller’s lead return policy details are included in the Welcome Email information for a new Agent Dashboard user, and this information is always accessible to the Buyer through the office’s current Lead Info page as well.

Please submit all bad lead / lead return requests directly to our

Support Team

(http://www.sonicwebdev.com/support/)

You can also send an email to support@sonicleads.com

Integrations & Reconciliation:

Seller will deliver leads to Buyer via specified lead destination, with email and/or CRM integrations both available.  Individually purchased leads are always available in Seller Dashboard or as otherwise agreed upon by both parties. Additional integrations, automations, and fulfillment reporting will be available to Buyer by email or as otherwise accessible via Seller Dashboards and/or other sales software that may be offered to both managerial and agent users. Select Buyer personnel may have higher-level access to designated Seller systems for more advanced reporting and/or tracking sheets. All Dashboards and/or Extensions are considered Seller development products and will be treated as such. These lead tools, along with any other Seller development products, are built to support comprehensive lead reporting, billing access, management shortcuts, and other sales efficiencies.

The Seller will always have the option to provide manual billing integrations or records in the event of custom arrangements, technical difficulties, and/or internal systems updates & testing.   Bulk Purchasers are subject to presenting lead reports at the Seller’s discretion so that records can be cross-referenced in the event of any lead fulfillment disputes. All lead disputes will adhere to Seller’s above outlined return policy.

Terms of Agreement:

For Individual Purchasers, this agreement is also subject to the terms outlined upon registration and will adhere to any updates that are issued by the Seller via Agent communication channels (email, dashboard updates, direct text message) and/or the Buyer’s Lead Info page.  

For Bulk Purchasers & Office Matching, this agreement is subject to a weekly term that will begin on the first lead cycle that occurs after the date of enactment.  All terms will carry into the following lead cycle, and the credit card on file will be charged per the billing arrangement in place, unless it is otherwise specified by an updated arrangement or a cancellation request from the Buyer.

Buyer service orders for new payment arrangements and/or pricing requests must be verified by Seller in writing before Seller is responsible for any updated service order terms.

Any service cancellation requests must be sent to info@sonicleads.com

If a service cancellation is requested by a Bulk and/or Matching Purchaser, the terms of service will be observed for the active week’s lead cycle, unless otherwise authorized at the Seller’s discretion.  In the event of any new service order request or service cancellation, all balances owed by the Buyer for the Seller’s services delivered prior to the order or cancellation request must be satisfied in full.  This also applies to the Seller’s services that are fulfilled during any active lead cycle at the time of the Buyer’s new service order or cancellation request. The Seller is authorized to process the credit card on file for balances of this nature and will do so before closing an account or delivering future services to the Buyer.

The Seller will provide framework to facilitate week-to-week correspondence with the Bulk and/or Matching Purchaser so that services are fulfilled in accordance with any updates to the service terms in place. Changes to the the Buyer’s weekly budget and/or daily lead throttling must be submitted in writing to the Seller as a new service order (email or text message is sufficient) and will be explicitly confirmed by the Seller so that provisions can be made for the ensuing lead cycle as authorized by the Seller.  New Bulk and/or Matching order requests must be submitted for a standard, upcoming lead cycle by 5 PM EST of the day prior to the beginning of the next weekly lead cycle.

Any new or updated Terms of Service will be announced via email by the Seller, and an email delivery receipt to the Buyer’s account contact on file will serve as confirmation of the new terms, to be enacted within 24 business hours, unless the Buyer has updated the account contact in writing prior to the update or has otherwise denied the Seller’s updated terms before the end of enactment window aforementioned. Terms of Service updates will also be available to the Buyer via this account’s Lead Info page.  

Development services provided by the Seller to the Buyer will be subject to the Seller’s quoted pricing and will be pursuant to a separate services agreement as it is necessary and explicitly agreed upon. However, the Seller’s development & brand affiliate, most notably Sonic Development, is able to operate on behalf of the Seller as it is required to facilitate lead deliverables.

Billing & Payment Arrangements:

All billing & payment records for Individual Purchasing will be accessible to the Buyer through the Seller’s dashboard or through other integrated sales software. Transactional receipts will be delivered to the user/agent’s login email unless otherwise specified.

When billing the Buyer for Bulk and/or Matching Purchases, it is standard for the Seller to process a prepayment (via cc on file) at the beginning of the week for an upcoming lead cycle. Any appropriate reporting insights are typically shared with the Buyer around the same time, and ideally the forecasted lead flow an upcoming lead cycle will be confirmed by both parties before a payment transaction, however the Seller reserves the right to process any prepayment(s) and/or other transactions as previously agreed upon if no communication takes place.

Payment options will be presented to Bulk Purchasers during Seller’s onboarding processes, and payment installations or retroactive transactions may be authorized by the Seller when it is appropriate to best accommodate onboarding transitions or other relevant issues. The Buyer’s lead cycle will provide a weekly framework for any initial or custom billing arrangements in place.  

Any updates to an existing billing and/or payment arrangement in place will be communicated in writing by the Seller, and please note that there are processing fees associated with the nature of the transaction type & payment method for Bulk and/or Matching Purchasers.

Available Transaction Types:

For Agent Transactions

Agent Dashboard Transactions - Sonic Bank Account

Technology Fees Waived for Individual Purchases via Stripe, Pay Square, and/or Braintree Merchant Services

For Corporate Transactions

Prepaid Transactions

2.5% Technology Fee (waived for Amex/Seller’s discretion), Postmarked Check, Direct Wire Transfer (separate agreement required)

Retroactive Transactions

2.5% Technology Fee (waived for Amex)

1.0% Retroactive Fee (Seller’s discretion)

When prepaying for a given lead cycle (Bulk and/or Matching Purchases), a balance due (overage) or paid service owed (credit) that is remaining at the end of that lead cycle will roll forward into the following week’s lead cycle unless otherwise authorized by the Seller. The Seller will process the credit card on file for the Buyer along with any other invoice adjustments accordingly. When a payment is made, a transactional receipt associated with the purchase will be issued to the Buyer within 1 business day of that payment having been processed. This is typically an automated delivery system, but the Seller also reserves the right to to send the associated receipts and/or invoices for processed payments towards lead services fulfilled on a daily, weekly, and/or monthly basis if necessary. The merchant services used for payment processing will always be at the Seller’s discretion and will work to best accommodate the Buyer’s payment experience.

Aside from a transactional receipt being issued to any Bulk and/or Matching Buyer for payment(s) processed, the Seller will also issue any appropriate Invoices to the Buyer during or after service fulfillment.  Once a purchase order has been completely fulfilled per its active billing terms and after all payments have been made in full, Invoice details are finalized, and a lead breakdown is also issued for the Buyer’s records. Invoices are typically issued at the end of the Buyer’s lead cycle for that lead cycle’s fulfilled services, but they can be issued at any time before or after a transaction to best facilitate Buyer payment arrangements. Invoices are issued by the Seller to a Buyer office leader who will have view-access to a cloud-based reporting system that is updated weekly. They can also be issued by the Seller via email to the Buyer in the form of an attached, linked, & permissioned .pdf

Retroactive and/or Manual invoicing and/or adjustments are always an option at the discretion of the Seller and will be used to support any technical/service issues and/or internal systems & pricing updates, pursuant to these terms of service.  Additional billing support & full leadlists can also be provided to the Buyer, manually and by request, via the Seller’s dashboards, extensions, and/or other custom tracking systems/reports as they can most appropriately be presented to accommodate a Buyer inquiry/request.

A 1.5% late fee may be added at the Seller’s discretion for all late payments (24 hours after final Balance Owed notification), and the Seller reserves the right to turn over the Buyer’s account to proper collection entities if necessary.  The Buyer is also subject to appropriate legal action until all payments have been resolved in full for all Seller deliverables, pursuant to these terms of service.

Confidentiality:

Buyer agrees that it shall hold in confidence and shall not use or disclose (except as expressly allowed herein) any “Confidential Information”, pursuant to all regulatory legislation, provided by the Seller. For purposes of this Agreement, Confidential Information shall include, without limitation, all code, inventions, algorithms, this Agreement, and all business, customer, applicant, personal, technical and financial information that the Buyer receives from Seller.

Lead Data Safeguards:

Seller represents and warrants to Buyer that consent language for prior express written consents required pursuant to the Telephone Consumer Protection Act of 1991 (“TCPA”) for Buyer to make autodialed and/or pre-recorded telemarketing calls (or texts), and emails to Consumers is used by Seller pursuant to this Agreement, such consent language shall comply in all material respects with applicable provisions of the TCPA; provided, that Buyer (a) provides Seller with the accurate name to be inserted into the consent language and accurate information with respect to its call and other communication practices and (b) contacts the Consumers in accordance with the consents obtained. Buyer agrees to exercise all due care with respect to Lead Data and the collection, handling, delivery, processing and transmission thereof, including, without limitation, with respect to confidentiality and security and any consent or authorization necessary to use such information as contemplated hereby. Buyer represents and warrants that it will have, and will continue to have for so long as it retains Lead Data, adequate

administrative, technical, and physical safeguards (i) to insure the security and confidentiality of Lead Data, (ii) to protect against any anticipated threats or hazards to the

security or integrity of such records, and (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconveniences to any Lead. Buyer shall develop, implement and maintain, at its own expense, a proven system or

methodology to audit for compliance with the requirements in the preceding sentence. Buyer shall at all times during the term of the Agreement and for at least two (2) years after termination thereof, keep books and records sufficient to show its compliance with the terms of this section. Buyer shall develop, implement, and maintain, at its own expense, appropriate mitigation strategies to address issues identified as a result of these reviews. Seller shall immediately notify Buyer, or vice versa, if it discovers there has been a material breach or a serious attempt to breach its security safeguards, or if the security of Lead Data has been or may be comprised for any reason.

Buyer Intellectual Property:

Buyer or Seller may provide to the other party logos, tracking links, or other materials (“Materials”) as agreed to by the Parties. Buyer or Seller may grant to the other party a non-exclusive, royalty-free license to use materials as necessary to improve all services & correspondence.  

Seller Intellectual Property:

Seller URL(s) and all related intellectual property are the sole property of the Seller. All shared health lead data is owned by the Seller, and the Seller reserves the right to use shared health lead data for remarketing, downstream, cross-sell, and similar purposes as it is communicated with the Buyer. Seller shall grant to Buyer an irrevocable, transferable, sublicensable, perpetual, royalty-free, worldwide, non-exclusive license to use the Lead Data as it sees fit in accordance with this agreement. Representations, Warranties and Covenants: Buyer represents that the Buyer Materials do not infringe on the rights of any third party and that Buyer’s operations comply with all applicable laws and regulations (including, without limitation, the Telephone Consumer Protection Act of 1991 and related amendments). Buyer represents that Text Leads will only be contacted by the Buyer and will not be resold to any third party. Buyer represents that Leads will not be charged for quotes; that is, all quotes will be provided for free. Should a Prospect request to be removed from Seller’s databases, Buyer will make immediate efforts to remove the Lead information and put the Lead information on its do-not-call, do-not-contact, and unsubscribe lists. Seller makes no guarantees about the volume or quality of Leads that may be delivered under this Agreement but has an excellent track record of service forecasting precision & substantiated lead quality.

Indemnification:

Seller agrees to indemnify, defend and hold harmless the Buyer, its affiliates, and their respective employees, directors, officers and agents, from any and all liabilities, losses,

damages, costs and expenses (including reasonable attorneys’ fees)(collectively, “Losses”) due to, arising from, or in connection with any third party claim, suit, judgement or proceeding (a “Claim”) alleging (a) any breach by Seller of this Agreement; (b) any wrongful conduct committed by Seller pursuant to or in performance of this Agreement; and/or (c) that any of Seller’s systems violate the intellectual property or proprietary rights of a third party, are defamatory or obscene, or violate any law or other judicial or administrative regulation. Buyer agrees to indemnify, defend and hold harmless Seller, its affiliates, and their respective employees, directors, officers and agents, from any and all Losses due to, arising from, or in connection with any Claim, alleging (a) any breach by Buyer of this Agreement; (b) any wrongful conduct committed by Buyer pursuant to or in performance of this Agreement; and/or (c) any of Buyer’s systems violate the intellectual property or proprietary rights of a third party, are defamatory or obscene, or violate any Law or other judicial or administrative action. Each Party’s indemnity obligations are contingent on the Party seeking indemnity (the “indemnified party”) giving the Party from whom indemnity is sought (the “indemnifying party”) prompt written notice of any such Claim, permitting the indemnifying party sole and exclusive control of the defense and settlement of such Claim with counsel of the indemnifying party’s choosing (although the indemnified party will be entitled to participate at its own expense in the defense of any such Claim), and reasonably cooperating with the indemnifying party in connection with such defense. The indemnifying party will not enter into any settlement that adversely affects the indemnified party’s rights or interests without the prior written consent of the indemnified party.

LIMITATION OF LIABILITY:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. NEITHER PARTY GUARANTEES CONTINUOUS OR UNINTERRUPTED SERVICES.

Arbitration:

The parties hereby agree that all disputes, of any kind or nature, arising out of or relating to this Agreement shall be resolved by binding arbitration, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Said arbitration shall take place in Orlando, Florida at such time and location as selected by the Arbitrator, if the parties cannot mutually agree to a time and location. The Arbitrator shall apply Florida law with regard to the resolution of such dispute, regardless of any conflicts of law or statutory arbitration rules. The award of the Arbitrator may be enforced by the entry of a judgment by any court having jurisdiction. In this regard, the parties specifically agree that the Florida courts have competent personal and subject matter jurisdiction over the parties to this Agreement and that any action necessary to enforce, interpret or address any provision of this Agreement shall be brought in the Court of Florida, County of Orange. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.

Miscellaneous:

This Agreement shall be governed and construed in accordance with the laws of the State of Florida without giving effect to its conflicts of laws principles and without regard to its location of execution or performance. The parties hereby stipulate and agree that the Court of Florida, County of Orange, is the forum selected by the parties for the resolution of any issues arising under, out of or in regard to this Agreement, and they hereby agree and submit to the personal and subject matter jurisdiction thereto. This shall include, but is not limited to, the enforcement of any Arbitration award under the arbitration provisions of this Agreement. The provisions of this Agreement are severable, and if any provision of this Agreement shall be held to be invalid, illegal, or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby and shall be enforced to the fullest extent permitted by law. No changes, modifications, or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. Notwithstanding the above, changes in the fee per Lead may be changed by a written offer and

acceptance between the parties hereto. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Each of the individuals executing this. Agreement on behalf of a party individually represents and warrants that he or she has been authorized to do so and has the power to bind the party for whom he or she is signing. Signatures executing this Agreement may be delivered by facsimile transmission.

All Rights Reserved

Sonic Leads & Development

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