Lead Generation Agreement

This Agreement is made between participating client (the “Client”) and QUANTIMEDIA, LLC (the “Agency”) a California Limited Liability Company.

  1. Scope of Marketing Services

Agency will provide Client with leads from prospective consumers seeking services offered by the Client in the region(s) designated by the Client. Leads may be in the form of live call transfers or consumer information transmitted to Client via email and/or SMS.

Client will provide email, telephone, and/or SMS contact information to Agency and transmittal of consumer information to specified email, telephone, and/or SMS destination shall be considered successful transmission to Client.

  1. Compensation and Billing Procedure

Client shall be invoiced for Leads prior to lead delivery. Invoices must be paid prior to lead delivery.

Lead costs are non-refundable and shall be paid in U.S. Dollars.

  1. Indemnities

Client agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon information and/or materials furnished by Client. Information or data obtained by Agency from Client to substantiate claims made in marketing shall be deemed to be “materials furnished by Client.”

Client further agrees to indemnify and hold Agency harmless with respect to any death or personal injury claims or actions arising from the use of Client’s products or services.

  1. Compliance

Lead information furnished to Client may or may not be opted in to automated messaging or dialing. Client is advised to not use automated communication channels (“robocalls” or “robotexts”) when contacting leads.

  1. Intellectual Property Infringement Claims

Agency represents, BUT DOES NOT WARRANT, that to the best of its knowledge the Agency content and/or services delivered to or created for Client under this Agreement will not infringe any valid and existing intellectual property right of any third party.

  1. Agency Representations and Warranties

THE AGENCY CONTENT AND/OR SERVICES FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR AGENCY SERVICES.

  1. Client Representations and Warranties

Client represents and warrants to Agency as follows:

  • Client has the authority to enter into and perform its obligations under this Agreement.
  • Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Agency to use Client Content for the marketing campaigns.

Client will indemnify Agency from any third-party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client’s representations and warranties contained in this Agreement. For such indemnification to be effective, however, Agency must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit.

  1. Agency an Independent Contractor

Agency is an independent contractor, and neither Agency nor Agency ‘s staff is, or shall be deemed, Client’s employees. In its capacity as an independent contractor, Agency agrees and represents, and Client agrees, as follows:

  • Agency has the right to perform services for others during the term of this Agreement.
  • Agency has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
  • Agency has the right to perform the services required by this Agreement at any place or location and at such times as Agency may determine.
  • Agency will furnish all equipment and materials used to provide the services required by this Agreement.
  • The services required by this Agreement shall be performed by Agency, or Agency’s staff, and Client shall not be required to hire, supervise, or pay any assistants to help Agency.
  • Agency is responsible for paying all ordinary and necessary expenses of its staff
  • Neither Agency nor Agency ‘s staff shall be required to devote themselves full time to the performance of the services required by this Agreement.
  • Client shall not withhold from Agency’s compensation any amount that would normally be withheld from an employee’s pay.
  1. Disputes

If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be selected by Agency.

Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.

If there is litigation, the prevailing party may collect from the other party its reasonable costs and attorney fees incurred in enforcing this Agreement.

  1. Lead Credits

Agency may, in its sole discretion, issue Client a credit (“Credit”), provided, however, that any and all Credits must be requested by Client within 30 days of the date that the charge was incurred. Credits that are issued to a Client’s account will be issued as account credits, which will be applied toward future charges to Client’s account. Credits will expire, if not used, six months after the date the Credit was issued. Agency also reserves the right to provide Credits for circumstances not listed below.

The following situations may be eligible for lead credits:

  • The same consumer submits the same request twice during the same day, resulting in a duplicate lead
  • A lead is submitted with the wrong service area(s) and does not match area(s) Client services
  • A lead is submitted under the wrong service type and the correct service type is not in a service Client provides
  • A lead is a competitor submitting false information
  • All contact information provided by the consumer is wrong or disconnected

The following situations are accounted for in our lead pricing and therefore not eligible for lead credits:

  • Consumer is not calling Client back
  • Consumer has already found someone to complete the work
  • Consumer has changed their mind
  • Consumer is just “shopping”
  • Client did not win the job
  • Client contacts Agency more than 30 days past the date on which the lead was received
  1. General Provisions

(a) Complete Agreement: This Agreement, together with all exhibits, appendixes, or other attachments, which are incorporated by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, and documentation relating to such subject matter.

(b) Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.

(c) Applicable Law: This Agreement will be governed by the laws of the State of California.

(d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given when sent by electronic mail. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.

(e) Nothing contained herein will be construed as creating any partnership, joint venture, or other form of joint enterprise between the parties.

(f) Assignment: The rights and obligations under this Agreement are freely assignable by either party. Client shall retain the obligation to pay if the assignee fails to pay as required by this Agreement.

(g) Successors and Assigns: This agreement binds and benefits the heirs, successors, and assigns of the parties.

(h) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement will be interpreted so as best to carry out the parties’ intent.

(i) Interpretation. No provision of this Agreement is to be interpreted for or against any Party on the basis that a particular Party or its attorney drafted such provision or on any other basis.

Agreement Execution

BY MAKING PAYMENT OR ATTEMPTING TO MAKE PAYMENT OF THE INVOICE SUBMITTED BY AGENCY TO CLIENT, CLIENT IS AGREEING TO THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY.

(Modified 7/31/2024)