PAY PER CALL PURCHASE TERMS AND CONDITIONS
VEERUS HOLDINGS, LLC
This Pay-Per-Call Purchase Agreement is entered into by and between VEERUS HOLDINGS, LLC, (“Veerus”), an online lead generation and distribution provider and other services, and you, the user of Veerus lead aggregation and purchase services through this website (“Partner” or “You”) as of the date You first access the Veerus services on this website (the “Effective Date”). The parties may be referred to individually as a “Party” or collectively as the “Parties.” The Parties desire to enter into this Pay-Per-Call Purchase Agreement for the purchase and sale of consumer leads on a pay-per-call basis (“Transfers”). The terms and conditions of each specific order for the purchase of Transfers and other services, including pricing, will appear on your Veerus account page or be confirmed by email. This Pay-Per-Call Purchase Agreement and all pricing or other terms set forth on your Veerus account page or agreed upon by email shall be collectively referred to as the “Agreement.”
ACKNOWLEDGMENT AND ACCEPTANCE Please read these Terms carefully before accessing Veerus’ website or using its services. BY USING THIS WEBSITE AND ITS ASSOCIATED SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OR ALL OF THESE TERMS YOU MAY NOT USE OUR WEBSITE OR SERVICES.
By agreeing to this Agreement, You represent and warrant that you have full authority to enter into this Agreement on your own behalf and on behalf of the entity or group of individuals on whose behalf you use or access this website and the Veerus services.
- PURCHASE AND SALE OF TRANSFERS
- Veerus’ Purchase of Transfers from Partner
Veerus agrees to purchase from Partner certain data collected from consumers who submit contact information and details about a request for information or service quotes in the form of Transfers that conform to the following guidelines:
- A Transfer will include only information that has been provided by the individual and the following contact information as available, unless otherwise agreed to by the Parties in writing: (a) first and last name, (b) address, (c) email address, and (d) phone number.
- Transfers must be real time transfers.
- Transfers shall not be sourced from any incentivized or co-reg traffic.
- Transfers shall not be sourced from any affiliates operating overseas.
- Without limiting Veerus’ ability to re-sell or transfer Transfers, Transfers shall be exclusive to Veerus and Partner may not sell any Transfer sold to Veerus to any other buyer.
- Transfers must comply with all applicable local, state, and federal laws including, without limitation the Telephone Consumer Protection Act (“TCPA”) and the California Consumer Privacy Act (“CCPA”) as set forth in Section 4 below.
- Payment Terms
As set forth on your Veerus account page or otherwise set forth in writing, Veerus shall pay Partner on a pay-per-call basis. Unless otherwise agreed upon, Veerus shall pay Partner monthly on a net 30 basis.
- Returns and Cancellations; Fraud
Veerus shall not pay Partner for any Transfers that do not confirm to the quality guidelines set forth in Section 1.1 at its sole discretion. In the event Veerus determines, in its sole discretion, that any Transfers are fraudulent or have been obtained fraudulently, Veerus reserves the right to refuse payment on those fraudulent Transfers or any Transfers provided under this Agreement. The provision of fraudulent Transfers under this Agreement is considered a material breach, entitling Veerus to immediate termination of this Agreement without penalty or further obligation pursuant to Section 9.
In the event Veerus determines that Partner submitted fraudulent Transfers, Veerus may, without regard for any confidentiality requirements contained in this Agreement, share all information about Partner with any law enforcement agency, or individual/entity claiming to have been harmed by any such breach. Without waiving its right to terminate, Veerus may elect a lesser remedy including, without limitation, pausing Partner’s current campaigns.
- AUTHORIZED USE AND PURPOSE OF TRANSFERS
Transfers shall be provided on an exclusive basis for a specific type of product or service for which the consumer submitted the online form (“the specific vertical”), for example, healthcare insurance. The Parties agree that Veerus may use the Transfers in any manner Veerus chooses, so long as Veerus complies with applicable law.
- INFORMATION SECURITY
- REPRESENTATIONS AND WARRANTIES
With respect to each provision, sale, creation, or receipt of Transfers, or services, Partner represents and warrants that:
- Partner shall comply with all applicable local, state, and federal privacy laws including, without limitation, the CCPA;
- Partner shall comply with all applicable local, state, and federal laws and regulations, including without limitation the TCPA and any applicable do-not-call registry;
- Partner shall obtain express consent from each consumer acknowledging that the Transfer call may be recorded;
- Partner shall have obtained express consent from each consumer associated with each Transfer, which express consent shall be recorded, either:
- by using Jornaya LeadiD or TrustedForm Certificate, which record shall be maintained for a period of at least five (5) years, and which shall be substantially similar to the following:
By clicking “SUBMIT INFO” below, I provide my express written consent by electronic signature to be contacted by third parties about my request for information including, without limitation, by providing to me information, offers or advertisements by telephone call or text message to the number(s) I have provided on this form (including any cellular number), even if that number is on any local, state or national “Do Not Call” list, sent using an automatic telephone dialer or an artificial or prerecorded voice, and by email or live agent. This consent is not required as a condition of making a purchase. Message and Data rates may apply. Message frequency varies.
- Or, where it is not possible to obtain consent pursuant to Subsection 4.4.1, by reading and obtaining the consumer’s verbal agreement to the following script, which recording shall be maintained for a period of at least five (5) years in a searchable database:
Do you expressly consent to be contacted by third parties about your request for information including, without limitation, receiving information, offers or advertisements by telephone call or text message to the number you have provided, including any cellphone number, even if that number is on any local, state or national “Do Not Call” list or sent using an automatic telephone dialer or artificial or prerecorded voice and by email and live agent? This consent is not required as a condition of making a purchase.
- Partner’s promotional and advertising efforts used to collect Transfers shall not infringe upon the rights of any third party or violate any applicable law including, without limitation, the FTC Act or any regulations issued by the Federal Trade Commission (“FTC”);
- Partner has obtained any and all required licenses, permits, and other authorizations required by any law, regulation, or government or regulatory authority to conduct its business as it is presently conducted;
- Partner has disclosed the existence of any federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations, and Partner further represents and warrants that if Partner become involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, Partner will immediately provide notice to Veerus of such action, investigation, complaint or other proceeding; and
- Partner will ensure that Partner employees, contractors and agents comply with the foregoing.
Partner agrees to indemnify, defend and hold harmless Veerus and its members, directors, officers and affiliates, successors and assigns from and against any liabilities, damages, costs and expenses (including reasonable attorney’s fees) resulting from a third party claim or investigation relating to or arising from partner, partner affiliates’, or partner or their employees’, contractors’ or agents’ acts, omissions, including without limitation any claim brought by any consumer whose information is contained in any Transfer, or any breach of Partner’s representations and warranties made above, including without limitation Partner’s representation and warranty of compliance with TCPA and TSR, and the restrictions on Partner’s use of the Transfers. This obligation remains in effect for a period of five (5) years from the date of the last Transfers purchased from Partner, and remains in effect thereafter for all claims made or investigations initiated during that period.
- AUDIT AND RECORDS REQUEST
Partner shall provide, within 48 hours of any request by Veerus, verifiable records showing a consumer’s express recorded consent obtained pursuant to Sections 4.3 and 4.4 above. Veerus shall also have the right to audit, at its own expense, Partner’s documents, books, and records relating to its performance of this Agreement. Veerus audit rights under this Section 6 shall continue for so long as Partner is required to maintain consent records pursuant to Sections 4.3 and 4.4.
As used herein, “Confidential Information” shall mean: (a) either Party’s proprietary information; (b) information marked or designated by either Party as confidential; (c) information otherwise disclosed by either Party in a manner consistent with its confidential nature; (d) the terms and conditions of this Agreement, including but not limited to pricing information contained in your Veerus account page or any email setting forth pricing terms; and (e) either Party’s information that is conveyed to the other Party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other Party to be treated as confidential. The Parties acknowledge that, as a result of the provision of services pursuant to this Agreement, one Party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that, except as necessary to perform under this Agreement, it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Additionally, the Receiving Party will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required for fulfilling the Receiving Party’s obligations under this Agreement, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by the confidentiality obligations in this Section and will use reasonable care, but not less than the care they use with respect to their own Confidential Information, to prevent disclosure of any Confidential Information. Nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Agreement. This Section shall survive any termination of this Agreement indefinitely. The Receiving Party agrees that monetary damages for breach of this Section may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law, but only if the Receiving Party provided the Disclosing Party with prior notice of such required disclosure in order to permit the Disclosing Party the opportunity to object to such disclosure. Upon the termination of this Agreement, each Receiving Party will return all Confidential Information belonging to the Disclosing Party which is then in its possession or control, and will remove and destroy all documents and data referencing or incorporating such Confidential Information, and any digital representations of the Disclosing Party’s Confidential Information in any form from all electronic storage media in its possession or under its control unless otherwise specified in this Agreement or required by law, regulation or lawful order of a court or governmental agency.
- DISCLAIMER AND LIMITATIONS OF LIABILITY
AS A CONDITION TO THE PROVISION OF THE TRANSFERS AND OTHER MARKETING SERVICES, WE BOTH AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, VEERUS WILL NOT BE LIABLE TO PARTNER, PARTNER AFFILIATES OR RESPECTIVE CONTRACTORS OR AGENTS OR ANY THIRD PARTY, REGARDLESS OF THE CAUSE OR ACTION, FOR: (i) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR RELIANCE DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH VEERUS’ USE OF THE TRANSFERS OR OTHER MARKETING SERVICES, ANY INFORMATION WE PROVIDE TO PARTNER IN CONNECTION THEREWITH, THESE TERMS OR ANY MATTERS RELATING THERETO, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, BUSINESS OPPORTUNITY OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY DAMAGES OF ANY TYPE, IN THE AGGREGATE AT ANY TIME, IN EXCESS OF THE AMOUNT ACTUALLY PAID BY VEERUS TO PARTNER FOR TRANSFERS UNDER THESE TERMS IN THE MOST RECENT THREE (3) MONTH PERIOD. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY HEREIN SHALL APPLY EQUALLY FOR THE BENEFIT OF VEERUS’S SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WHEN ACTING IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS. PARTNER ACKNOWLEDGES THAT VEERUS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.
The Agreement will commence on the Effective Date. For the purposes of determining renewal dates please consult the date set forth on your Veerus account page. The initial term of this Agreement will expire one (1) year after the date set forth on your Veerus account page (the “Initial Term”). Thereafter, the Agreement will automatically renew for successive renewal terms of the same length as the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Contract Term”) until the Agreement is terminated in accordance with this Section. Except in the case of a material breach, which would allow for immediate termination by the non-breaching Party without penalty or further obligation, the Parties may terminate this Agreement for any reason, or no reason, with 60-day written notice to the other Party. The terms of this Agreement which by their nature are intended to survive termination shall so survive and shall continue to apply indefinitely to any Transfers purchased or received hereunder and all matters relating to such Transfers or their use, including without limitation the use restrictions, warranties, indemnification, limitation of liability and mandatory arbitration provided herein.
- MANDATORY ARBITRATION
These terms are governed by the laws of the State of Delaware without regard to its conflict of laws principles. Partner and Veerus agree to resolve any disputes relating to these terms, the Transfers or other marketing services exclusively by binding arbitration, before a single arbitrator, pursuant to the rules of the American Arbitration Association, which shall take place in Santa Clara County, California The arbitrator shall be selected pursuant to the AAA rules, or otherwise as mutually agreeable to both parties. To begin the arbitration process, a party must make a written demand therefor. The decision of the arbitrator may be enforced in any court of competent jurisdiction.
Veerus does not endorse or recommend the products or services of any particular third party. Veerus is not a licensed insurance provider, does not offer any insurance products or services, and has no responsibility for any products or services partner may purchase or obtain from the third parties who receive Partner information. That is a contract or transaction solely between the consumer and them. Further, Partner is an independent contractor, and Partner and Veerus are not by this agreement in a relationship of joint venturers, partners or agency, and neither party has the power to obligate or bind the other in any manner whatsoever.
- VALIDITY AND INTERPRETATION/NON-WAIVER
The invalidity of any particular provision of this Agreement shall not affect any other provision of it, but the Agreement shall be construed as if the invalid provision had been omitted. The waiver of any breach of any term of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
Partner may not assign this Agreement, nor any interest herein, to any third party without the prior express written consent of Veerus.
- ENTIRE AGREEMENT
This Agreement sets forth the entire understanding and agreement of the Parties and supersedes any and all prior oral or written agreements, understandings or representations between the Parties as to the subject matter of this Agreement. This Agreement is non-exclusive and each Party shall have the right to enter into similar agreements with other third parties.
No revision, amendment or modification of any provision of this Agreement will be valid unless set forth in a written instrument signed by both Parties.
All notices, claims and other communications hereunder will be in writing and shall be deemed to have been duly given and received if personally delivered to an officer or mailed by registered or certified mail, return receipt requested by overnight delivery service to the parties at their respective addresses or by e-mail with confirmed receipt to the e-mail. Partner may be contacted using the contact information provided to Veerus when Partner created its account. Veerus shall be contacted using the following contact information:
Address: 254 Chapman Rd Suite 208 #2342 Newark, DE 19702