Rabbi Yaakov Haber - Parshas Balak - The Speaking Donkey

Recommendations

Info

j. “Pro” means a home improvement service professional. k. “Representatives” means a party’s employees, consultants, directors, officers, affiliates, representatives or agents (which, for the avoidance of doubt, does not include Pros). l. “Warm Transfer” means the connection of a Homeowner directly to Buyer via live telephonic transfer, plus the Homeowner’s Lead Information and the associated right to communicate with the Homeowner. 2. Obligations of Porch. a. Leads will be generated from inquiries from Homeowners (i) who complete a form that captures Lead Information (Form Leads); (ii) who are connected to Porch or its service provider via live telephone and provide Lead Information to Porch or its service provider (Form Leads or Appointment Leads); or (iii) who are connected to Porch or its service provider and then to Buyer via live telephone (Warm Transfers); or (iv) who call Buyer directly using a Buyer-specific phone number provided by Porch or its service provider (Direct Phone Leads). b. Porch shall deliver Leads to Buyer (or a Pro or other party designated by Buyer) in accordance with the method agreed to between Porch and Buyer. If Porch delivers a Lead directly to a non-Buyer party as instructed by Buyer, such Lead will be deemed to have been delivered to Buyer for purposes of this Agreement. c. Porch shall use commercially reasonable efforts to ensure that the Lead Information for a Lead provided to Buyer includes only information that has been provided by the Homeowner (or input by Porch or its partners or service providers to facilitate understanding or use of the information provided by the Homeowner, such as a map of the Homeowner’s address and the date and time of the Homeowner’s request for services). d. Porch shall not knowingly provide Lead Information to Buyer that has been generated by giving the Homeowner a reason to believe that he/she would receive a prize, gift, payment or pecuniary benefit of any kind (other than, if applicable, a discount or promotion on the requested home services) in exchange for providing Lead Information. 3. Obligations of Buyer. a. Buyer shall pay Porch for each Lead received by Buyer, other than Rejectable Leads (as defined below), in accordance with the payment and other terms set forth on Exhibit A hereto. Unless otherwise expressly specified in Exhibit A, the price for each Lead purchased through the Platform will be the price for such Lead indicated by the Platform. Except in the case of Rejectable Leads, Buyer shall pay for each Lead received by Buyer regardless of whether or not Buyer acts on such Lead or contacts the Homeowner and regardless of whether the Homeowner purchases services from Buyer. Porch may update any price list provided to Buyer (as described in Exhibit A) at any time with 7 days’ written notice to Buyer, which notice may be delivered by e-mail to the e-mail address provided by Buyer on the signature page to this Agreement. From time to time, Porch may provide Buyer with recommended bid prices for various lead types sold through the Platform, but except as expressly specified in Exhibit A, the price for each Lead offered through the Platform will be the price indicated by the Platform. b. A Lead may be rejected by Buyer only if: (i) the Lead Information includes a non-working or invalid phone number or email address; (ii) the Lead Information includes an obviously fraudulent Rev 8 – 2017.01.25
first and/or last name (e.g., Mickey Mouse); (iii) the Lead contact person indicates, either verbally or in writing, that they never inquired about the service and did not request to be contacted, and Buyer (or a Pro in Buyer’s network) does not thereafter provide services for the Lead; (iv) the Lead contact person indicates that no one with the given name lives at the indicated address or is authorized to make decisions regarding the property; (v) the Lead contact person is a solicitor seeking to sell goods or services; (vi) the Lead is identical to another Lead provided by Porch to Buyer during the previous 30 days; or (vii) in the case of a Warm Transfer, the Homeowner is connected by phone with Buyer for fewer than 30 seconds after the telephonic transfer from Porch or Porch’s service provider, and Buyer (or a Pro in Buyer’s network) does not thereafter provide services for the Lead. Direct Phone Leads are not rejectable for any reason if the call lasts at least 60 seconds (and, in the case of calls lasting less than 60 seconds, will not be billed). A Lead meeting any of the criteria described in clauses (i) through (vii) is referred to in this Agreement as a “Rejectable Lead.” Within 10 days after the end of each calendar month, Customer must submit a rejection request (a “Rejection Request”) to Porch for all Rejectable Leads received by Customer during the month just ended, through Customer’s account on the Platform (in the case of Leads purchased through the Platform) or through such other method specified by Porch (in the case of Warm Transfers or other Leads not purchased through the Platform). Any Rejectable Lead that is not timely reported to Porch in a Rejection Request submitted within 10 days after the end of the month of delivery will be deemed to be accepted, no longer rejectable, and due for payment. Buyer shall not use any Lead that Buyer has rejected in any manner whatsoever, including but not limited to selling the Lead Information or using it to market to the consumer. c. Buyer shall keep all Personal Information received by it under this Agreement in strict confidence and shall not disclose Personal Information to any third party without the permission of Porch and the person to whom the Personal Information applies. Notwithstanding the foregoing, Buyer may resell or provide Leads and Lead Information to (i) Pros who will respond to the service requests or (ii) other purchasers of Leads who will resell or provide the Leads and Lead Information to such Pros, in each case subject to subsections (h) and (i) of this Section 3. Buyer shall implement administrative, physical and technical safeguards to protect all Personal Information provided to it under this Agreement. All such safeguards, and the manner in which Personal Information is collected, accessed, used, stored, processed, disposed of and disclosed, shall comply with applicable data protection and privacy laws and Section 6 of this Agreement. d. Buyer shall notify Porch of any actual or suspected data incident or breach involving Personal Information in Buyer’s possession, as promptly as practicable but no later than 48 hours after Buyer becomes aware of it, by sending a email with confirmed receipt to the Porch e-mail address in the signature block below (or such other email address as Porch may later provide in writing, including by confirmed email). Following Buyer’s notification to Porch of any actual or suspected data incident or breach, the parties shall coordinate with each other regarding the investigation of the actual or suspected data incident or breach. Buyer shall take reasonable steps to immediately remedy any data incident or breach and prevent any further recurrence. Buyer agrees to cooperate with Porch in Porch’s handling of the matter. e. Buyer shall not use the Lead Information to (i) engage in any form of harassment or offensive behavior, including but not limited to the posting of communications, pictures, videos or audio recordings that contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or offensive language or images; or (ii) infringe or violate the privacy rights, property rights, publicity rights or any other rights of any person or entity. f. Buyer shall not engage in spoofing or any other false identification in its communications with Homeowners, whether by telephone, SMS, email or other means. Rev 8 – 2017.01.25
Page 1: Rev 8 - 2017.01.25 LEAD BUYER AGREE
Page 5 and 6: d. The following will survive termi
Page 7 and 8: 12. No Waiver. Any waiver of any pr
Page 9 and 10: Exhibit A Pricing, Invoicing and Pa
Page 11: Exhibit B Prohibited Resale Buyers

Rabbi Yaakov Haber - Parshas Balak - The Speaking Donkey

Create successful ePaper yourself

Delete template?

Save as template?