Rabbi Yaakov Haber - Parshas Balak - The Speaking Donkey

g. To the extent Buyer receives information regarding the disposition of Leads and can reasonably
deliver such information to Porch, Buyer shall use commercially reasonable efforts to provide such
information to Porch, upon Porch’s request. Such information shall include, without limitation,
successful contact by Buyer and/or the Pro with the Homeowner, scheduling of service and
successful completion of service.
h. Buyer acknowledges and agrees to comply with Porch’s policy that each Appointment Lead or
Warm Transfer may be provided to only one Pro and each Form Lead may be provided to a
maximum of four Pros. Consequently, for each Leg of a Form Lead or for each Appointment Lead
or Warm Transfer received by Buyer, Buyer may (a) provide the Lead Information to only one Pro;
or (b) sell the Lead Information to only one buyer, subject to the limitation that such buyer has the
right to provide such Lead Information to only one Pro. (For example, if Buyer purchases two Legs,
Buyer may provide the Lead Information to two Pros, or sell the Lead Information to one buyer
who may provide the Lead Information to two Pros, or sell the Lead Information to two buyers,
each of whom may provide the Lead Information to one Pro.) Porch may elect in its sole discretion
to make available a different maximum number of Legs for a particular Lead, and in such case, the
references in this section to the number of times a Lead may be provided to a Pro or resold to a
buyer shall be deemed to be modified to reflect the actual number of Legs made available by Porch.
For avoidance of doubt, the parties acknowledge that a Homeowner may be the subject of more
than one Lead, if that Homeowner makes more than one project request.
i. Buyer shall not resell Leads or Lead Information, in whole or in part, directly or indirectly, to any
of the companies listed on Exhibit B hereto (the “Prohibited Resale Buyers”). Subject to Section
5(c) of this Agreement, Porch may update Exhibit B 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.
4. Representations and Warranties. Each party hereto represents and warrants that (a) it is an entity
validly existing and in good standing under the laws of its state of incorporation/formation; and (b) it
has taken all corporate (or other) actions necessary to enter into and deliver this Agreement and to
perform its obligations hereunder.
5. Term and Termination.
a. The initial term of this Agreement will be 3 months and this Agreement will automatically renew
on a monthly basis thereafter until terminated in accordance with this Section 5.
b. Either party may terminate this Agreement after the initial term for any reason with 30 days’ prior
written notice. Notwithstanding the foregoing, Porch reserves the right to (i) suspend Buyer’s
ability to purchase Leads immediately upon failure by Buyer to make payments due hereunder
when due, and (ii) to terminate this Agreement and/or suspend Buyer’s ability to purchase Leads
in the event of (A) failure by Buyer to make payments due hereunder within 30 days of the date of
the relevant invoice, (B) a breach of Sections 3(c), 3(d), 3(e), 3(f), 3 (h), 3(i), 6 or 7 or (C)
commencement by Buyer of a bankruptcy proceeding or other indication of insolvency of Buyer.
c. In the event that Porch notifies Buyer of an update to Exhibit B that adds additional Prohibited
Resale Buyers, Buyer may terminate this Agreement, without penalty, during the 7 days following
the date of Porch’s notice. If Buyer does not terminate this Agreement during such 7-day period,
Buyer will be deemed to have accepted the update and its obligation not to resell to the Prohibited
Resale Buyers listed on the updated Exhibit B.
Rev 8 – 2017.01.25