Lead Data Use Agreement

This Lead Data Use Agreement (this “Agreement”) is between you (“Agent”) and Bigweld Industries, LLC (“Company”), and governs Agent’s purchase of, access to, and use of consumer prospect list data (“Leads”) ordered through the online platform operated by Company (the “Platform”). Company enters into this Agreement for itself and on behalf of the field marketing organization whose account funds the applicable order.

This Agreement supplements the Platform Terms of Service and the Platform Privacy Policy. It does not replace them.

Agent accepts this Agreement by checking the acceptance box and submitting an order. Acceptance applies to that order and to all Leads delivered under it. If Agent does not agree, Agent must not submit the order.

Agent is purchasing a limited license to use the Leads for marketing. Agent does not acquire ownership of the Leads. Agent should read this Agreement before ordering.

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1. Definitions

“Leads” means the consumer prospect records, and all data elements within them, delivered to Agent through the Platform, together with any copies, extracts, compilations, or derivatives of them in any form.

“Order” means a single request for Leads submitted by Agent through the Platform.

“Use Tier” means the usage level purchased for a given Order, being either single use or multiple use, as identified in the Platform at the time of the Order.

“Data Supplier” means the third-party data provider from which Company obtains the Leads, together with that provider’s own data sources.

“FMO” means the field marketing organization through which Agent accesses the Platform, or whose account funds an Order, together with its parent, subsidiary, and affiliated entities.

“Platform Terms of Service” means the terms of service published by Company that govern Agent’s use of the Platform generally, as in effect from time to time.

2. License and Ownership

2.1 Subject to Agent’s continuing compliance with this Agreement, Company grants Agent a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Leads delivered under an Order solely for Agent’s own marketing, in accordance with the Use Tier purchased and the restrictions in this Agreement.

2.2 Agent acquires no ownership of, and no proprietary right, title, or interest in, the Leads. All right, title, and interest in the Leads remain with the Data Supplier and its data sources. Agent is not a transferee, assignee, or successor to any license held by Company or by any FMO.

2.3 All rights not expressly granted in this Agreement are reserved. No license is granted by implication, estoppel, or otherwise.

2.4 This Agreement does not limit Agent’s rights in information Agent has independently verified by a means other than mere use of the Leads, or in Agent’s own business records created in the course of a transaction with a consumer who becomes Agent’s client. Mere use of the Leads does not constitute independent verification.

3. Permitted Use

3.1 Agent may use the Leads only to conduct Agent’s own marketing for insurance and related products and services, and only through direct mail, telemarketing, or email campaigns.

3.2 Agent may not use the Leads to perform or support targeted advertising delivered over the internet (other than an email campaign permitted under Section 3.1), cable or satellite television, or cellular or wireless devices. Without limiting the foregoing, Agent may not upload, hash, match, or otherwise transfer any Lead to any social media platform, advertising network, data management platform, or custom audience or lookalike audience service.

3.3 Agent may use the Leads to assess a consumer’s likely interest in, or likelihood of responding to, a solicitation from Agent. Agent may not use the Leads for any exclusionary or discriminatory purpose.

4. Use Tier and Use Period

4.1 Leads purchased at the single use tier are licensed for one use. For telemarketing, any use within sixty (60) days of delivery constitutes that single use. Telephone follow-up within sixty (60) days of a mail drop is not a separate use.

4.2 Leads purchased at the multiple use tier may be used more than once during the Use Period, subject to all other terms of this Agreement.

4.3 The “Use Period” for any Order ends on the earlier of (a) twelve (12) months after delivery, or (b) the date Company notifies Agent that the license has ended. Agent’s right to use the Leads ends at that time. Where an Order was funded from an FMO account balance, Company may give notice under (b) when Agent ceases to be an authorized end user under that FMO’s account.

4.4 Agent may not use Leads beyond the Use Tier purchased or beyond the Use Period. Company may charge Agent the full multiple use rate for any unauthorized additional use or duplication.

4.5 Lead files are seeded with monitoring records that detect unauthorized use or duplication. Agent may not attempt to identify, alter, or remove seed records, and may not remove seeds from any mailing list.

5. Orders, Pricing, and Payment

5.1 Pricing. Prices are calculated per record based on the data elements selected and the Use Tier purchased, and are displayed in the Platform before Agent submits an Order. Minimum order amounts, per-order limits, and daily or periodic order limits apply as displayed in the Platform, and may differ depending on Agent’s role. Prices may change at any time. The price displayed and accepted at the time of an Order governs that Order.

5.2 Orders are requests. Submitting an Order is a request to purchase, not a completed purchase. Orders are subject to review and approval before they are placed with the Data Supplier. Company or the FMO may decline or reduce any Order.

5.3 Funding. Agent may fund an Order by credit card, by redeemable points, or by an account balance made available by Agent’s FMO, as offered in the Platform. An Order may be funded from a combination of points and an FMO account balance where the Platform offers that option. An Order funded by credit card must be funded by credit card alone, and may not be combined with points or an FMO account balance. Company is the merchant of record for card payments.

5.4 Authorization and charge timing. By submitting an Order, Agent authorizes Company to charge the payment method selected, or to debit the points or account balance selected, in the amount displayed. Company may authorize a payment method at submission and capture the charge on approval or on delivery. If a payment method is declined, or if a points or account balance is insufficient, the Order will not be placed.

5.5 Points and account balances. Points and FMO-provided account balances have no cash value, are not transferable, and are not redeemable for cash. They may be used only to fund Orders within the Platform. Their accrual, availability, valuation, expiration, and forfeiture are governed by the applicable FMO program rules, which Company administers on the FMO’s behalf. Company determines the cash-equivalent value applied to an Order.

5.6 Delivery, cancellation, and refunds. Delivery may be delayed where the Data Supplier places an Order on hold for review. Orders may be cancelled only to the extent, and within the period, that the Platform permits, and a cancellation fee may apply. Once Leads have been delivered, the Order is final, and no refund, credit, or restoration of points or account balance is available, except where Company determines otherwise in its sole discretion or where a refund is required by applicable law.

5.7 Disputed charges and chargebacks. If Agent believes a charge is incorrect, Agent shall contact Company at bigideas@bigweld.industries before disputing the charge with the card issuer or any other payment provider. Initiating a chargeback or payment dispute for Leads that were delivered in accordance with this Agreement is a material breach of this Agreement. In that event Company may suspend Agent’s access under Section 14, may recover the disputed amount together with any related fees Company incurs, and may offset those amounts against any points or account balance available to Agent.

5.8 Taxes. All prices are exclusive of applicable taxes. Agent is responsible for any tax arising from an Order that Company is not required to collect.

6. Prohibited Uses

Agent shall not, and shall not permit or enable any other person to:

(a) use the Leads as a factor in establishing any individual’s creditworthiness or eligibility for credit, insurance, or employment, or in connection with credit repair services;

(b) use the Leads in any individual look-up or reference application, including any service or process that returns information about a specified individual;

(c) sell, license, rent, lease, share, publish, disclose, or otherwise provide the Leads to any third party, except as expressly permitted in Section 11;

(d) use the Leads in the development of any product or service provided to a third party, or to build, populate, append to, enrich, enhance, verify, or update any other database, list, or file;

(e) use the Leads to advertise, sell, or exchange any illegal or illicit product or service, including pornography, illegal drugs, or illegal weapons;

(f) use any automated means to extract, scrape, harvest, or bulk export Leads from the Platform other than through functionality Company expressly provides;

(g) reverse engineer, decompile, or attempt to derive the selection criteria, scoring, modeling, or source of the Leads; or

(h) share Agent’s Platform credentials, or permit any other person to place an Order or access Leads using Agent’s account.

7. Telephone and Text Message Compliance

Agent is solely responsible for the manner and lawfulness of every communication Agent directs to any consumer. Company does not place calls or send messages on Agent’s behalf and exercises no control over Agent’s contact practices.

7.1 Agent acknowledges that the Leads are marketing prospect records, and that no consumer identified in the Leads has given prior express consent, or prior express written consent, to be contacted by Agent by telephone, text message, or any automated means. Agent is responsible for obtaining any consent required before contacting a consumer.

7.2 Agent shall comply with the Telephone Consumer Protection Act, the Federal Trade Commission Telemarketing Sales Rule, applicable Federal Communications Commission rules and orders, and all applicable state telemarketing, automated dialing, and do-not-call laws, including any state law more restrictive than federal law.

7.3 Agent shall not place any call to a wireless telephone number using an automatic telephone dialing system, and shall not deliver any prerecorded or artificial voice message for marketing purposes to any number in the Leads, without prior express written consent obtained by Agent from the called party.

7.4 Agent shall not send any marketing text message to any number in the Leads without prior express written consent obtained by Agent from the recipient.

7.5 Agent shall register with the National Do Not Call Registry and all applicable state do-not-call registries, or shall establish and document a valid exemption, and shall scrub every telephone number against those registries within the period required by applicable law before each call.

7.6 Agent shall maintain a written internal do-not-call policy, shall record every consumer request not to be called, and shall honor each such request for the period required by applicable law.

7.7 Agent shall place calls only during the hours permitted by applicable law in the called party’s local time zone.

7.8 Agent shall truthfully identify Agent and the purpose of the call promptly upon connection, shall transmit accurate caller identification information, and shall not use any inaccurate or misleading caller identification.

7.9 Agent shall retain records sufficient to demonstrate compliance with this Section, including registry scrub records, internal do-not-call records, and any consents obtained, for the period required by applicable law and in any event for no less than five (5) years. Agent shall provide those records to Company promptly upon request.

8. Email and Direct Mail Compliance

8.1 Agent shall comply with the CAN-SPAM Act and all other applicable laws governing commercial email and direct mail.

8.2 Every commercial email Agent sends using the Leads shall contain a functioning opt-out mechanism, shall accurately identify Agent, shall include a valid physical postal address for Agent, shall use accurate header and subject line information, and shall clearly express the intent of the communication.

8.3 Agent shall honor any opt-out or unsubscribe request within ten (10) business days of receipt.

8.4 No marketing communication Agent sends using the Leads may refer to any selection criteria used to build the list, to any presumed knowledge concerning the recipient, or to the source of the recipient’s name, address, or other information.

8.5 Upon request, Agent shall promptly provide Company with a representative sample of any marketing communication Agent has sent or intends to send using the Leads.

9. Insurance Licensing and Medicare Requirements

9.1 Agent shall hold, and maintain in good standing, every license and carrier appointment required to market and sell the products Agent promotes, in each state where Agent contacts a consumer, and shall comply with all applicable insurance advertising, solicitation, replacement, and suitability requirements.

9.2 Where Agent markets Medicare Advantage, Medicare Part D, or Medicare Supplement products, Agent shall comply with all applicable Centers for Medicare & Medicaid Services marketing and communications requirements, including those governing unsolicited contact with beneficiaries, permission to contact, scope of appointment, and the use and prior approval of marketing and communications materials, together with any additional requirements imposed by the applicable carrier or FMO.

9.3 Agent acknowledges that a purchased prospect record does not constitute permission to contact, an existing business relationship, an established business relationship, or a scope of appointment for any purpose.

10. Consumer Requests and Suppression

10.1 Agent shall accept and promptly respond to any communication Agent receives from a consumer, a consumer advocacy group, an anti-spam advocacy group, or an internet service provider arising out of Agent’s use of the Leads.

10.2 Agent shall honor every consumer election not to receive marketing solicitations from Agent, and shall promptly and permanently suppress that consumer from Agent’s marketing.

10.3 If a consumer requests the source of the consumer’s personal information, Agent shall not identify the Data Supplier or any of its data sources. Agent shall promptly notify Company of the request and provide a transcript or written description of the communication, and Company will manage the response.

10.4 Agent shall notify Company within two (2) business days of any consumer complaint, regulatory inquiry, demand letter, subpoena, or claim relating to Agent’s use of the Leads or to any communication Agent directed to a consumer identified in the Leads.

10.5 It is Agent’s sole responsibility to apply all current, legally required suppression before any marketing use of the Leads.

11. No Transfer or Sharing; Service Providers

11.1 The Leads are licensed to Agent alone. Agent shall not provide the Leads to any other agent, agency, downline, marketing organization, lead vendor, or third party, whether or not affiliated with Agent, whether or not for consideration, and whether or not that person is also a user of the Platform.

11.2 Agent may permit a service provider acting on Agent’s behalf, such as a dialer provider, mail house, or email deployment vendor, to access the Leads solely to perform services for Agent, provided that Agent first obtains that service provider’s written agreement to (a) hold the Leads in strict confidence, (b) use the Leads only to perform those services and only in a manner consistent with this Agreement, and (c) return or destroy the Leads upon the earlier of completion of the services or the end of the Use Period. Agent remains fully responsible for the acts and omissions of its service providers as if they were Agent’s own.

11.3 Upon request, Agent shall provide Company with a list of all service providers that have had access to the Leads.

11.4 If Agent’s relationship with Agent’s FMO ends, Agent’s license under this Agreement does not transfer to any successor agent, agency, or organization, and continues only for the remainder of the Use Period determined under Section 4.3.

12. Data Security

12.1 Agent shall protect the Leads using reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of consumer personal information, including access controls, encryption of portable media, and secure disposal.

12.2 Agent shall keep Platform credentials confidential and shall not share, publish, or transfer them.

12.3 Agent shall notify Company without undue delay, and in any event within seventy-two (72) hours, of any actual or suspected unauthorized access to, acquisition of, disclosure of, or loss of the Leads, and shall cooperate fully with Company’s investigation and with any legally required notification.

12.4 Agent shall not include any of the following in a suppression file, or in any other data Agent submits that Company transmits to the Data Supplier: a Social Security number, driver’s license or other government identification number, financial account or payment card number, full date of birth, biometric data, information concerning an individual’s health, religion, or sexual orientation, or any account credentials. This Section restricts only what is sent to the Data Supplier. It does not restrict any information Agent enters, stores, or uses elsewhere in the Platform, including in Agent’s client and prospect records. Agent’s handling of that information is governed by the Platform Terms of Service and the Platform Privacy Policy.

13. Retention and Deletion

13.1 Agent shall delete the Leads, including all copies, extracts, and derivatives, upon the earlier of (a) the end of the Use Period or (b) Company’s written request.

13.2 Agent is not required to delete a name, postal address, telephone number, or email address that Agent has independently verified by a means other than mere use of the Leads, or Agent’s own business records created in the course of a transaction with a consumer who has become Agent’s client. Any continued use of such information remains subject to Sections 7, 8, 9, and 10 and to applicable law.

13.3 Upon request, Agent shall certify deletion in writing within ten (10) business days.

14. Suspension, Termination, and Audit

14.1 Company may suspend or terminate Agent’s access to the Leads, to lead purchasing, or to the Platform immediately, with or without prior notice, if Company becomes aware of any actual or suspected material violation of this Agreement, or if the Data Supplier or any FMO requires it.

14.2 Suspension or termination does not entitle Agent to any refund, credit, or restoration of points or account balances for Leads already delivered.

14.3 Company may audit Agent’s compliance with this Agreement upon reasonable notice. Agent shall cooperate with any such audit and with any audit or inquiry initiated by the Data Supplier, and shall promptly provide requested records.

14.4 Company’s rights under this Section are in addition to, and not in place of, any other remedy available to Company at law or in equity.

15. Agent Representations and Warranties

Agent represents and warrants, as of each Order, that:

(a) Agent is at least eighteen (18) years of age and has full authority to enter into this Agreement, individually and on behalf of any agency or entity Agent represents;

(b) Agent holds every license and appointment required for the marketing Agent will conduct using the Leads;

(c) Agent will use the Leads solely for Agent’s own marketing and not for, on behalf of, or at the direction of any other person;

(d) Agent has and will maintain the policies, procedures, registrations, and records required by Sections 7 through 10; and

(e) Agent’s use of the Leads will comply with this Agreement and with all applicable laws and regulations.

16. Indemnification

16.1 Agent shall defend, indemnify, and hold harmless Company, Agent’s FMO, the Data Supplier, and each of their respective affiliates, officers, directors, employees, and agents (each an “Indemnified Party”) from and against any and all claims, demands, actions, proceedings, investigations, penalties, fines, judgments, settlements, losses, damages, costs, and expenses, including reasonable attorneys’ fees and costs of defense, arising out of or relating to:

(a) Agent’s use of, or inability to lawfully use, the Leads;

(b) any communication Agent placed, sent, or caused to be placed or sent to any consumer, including any claim, action, or proceeding under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, any state telemarketing or do-not-call statute, the CAN-SPAM Act, or any insurance or Medicare marketing requirement;

(c) Agent’s breach of this Agreement or of any representation or warranty in it; or

(d) any act or omission of Agent’s service providers, employees, or downline.

16.2 Agent’s obligations under this Section apply regardless of whether the claim is brought by a consumer, a class of consumers, a regulator, a carrier, or any other person, and survive termination of this Agreement.

16.3 Company may, at Agent’s expense, assume control of the defense and settlement of any claim subject to indemnification. Agent shall not settle any such claim in a manner that imposes any obligation or admission on an Indemnified Party without that party’s prior written consent.

17. Disclaimer of Warranties

THE LEADS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY, THE FMO, AND THE DATA SUPPLIER MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, CURRENTNESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ANY CONSUMER IDENTIFIED IN THE LEADS IS INTERESTED IN ANY PRODUCT, IS ELIGIBLE FOR ANY PRODUCT, IS ACCURATELY DESCRIBED, MAY LAWFULLY BE CONTACTED BY ANY PARTICULAR METHOD, OR WILL RESULT IN ANY APPOINTMENT, SALE, COMMISSION, OR RETURN ON AGENT’S INVESTMENT. AGENT ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE LEADS.

18. Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ANY FMO SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST COMMISSIONS, LOST BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LEADS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER SHALL NOT EXCEED THE AMOUNT AGENT ACTUALLY PAID FOR THAT ORDER. WHERE AN ORDER WAS FUNDED IN WHOLE OR IN PART WITH POINTS OR AN ACCOUNT BALANCE, THE APPLICABLE AMOUNT IS THE CASH EQUIVALENT APPLIED TO THAT ORDER.

18.3 Nothing in this Section increases, waives, or supersedes any lower limitation of liability set forth in the Platform Terms of Service with respect to claims that do not arise out of the Leads.

18.4 The limitations in this Section apply regardless of the legal theory on which a claim is based and survive termination of this Agreement.

19. Third-Party Beneficiaries

The Data Supplier and the FMO whose account funds an Order are intended third-party beneficiaries of this Agreement, and each may enforce its terms directly against Agent. No other person has any right or benefit under this Agreement.

20. Governing Law and Dispute Resolution

20.1 This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles.

20.2 Any dispute, claim, or controversy arising out of or relating to this Agreement or the Leads shall be resolved in accordance with the dispute resolution provisions of the Platform Terms of Service, which are incorporated into this Agreement by reference, including the requirement of final and binding arbitration, the arbitration forum, seat, and rules specified there, and the waiver of class, collective, consolidated, and representative proceedings.

20.3 Notwithstanding Section 20.2, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its confidential information, intellectual property, or the Leads.

21. General

21.1 Acceptance and records. Agent accepts this Agreement by checking the acceptance box and submitting an Order. Company records each acceptance, including Agent’s identity, the date and time of acceptance, the version of this Agreement accepted, and the associated Order. That record constitutes conclusive evidence of Agent’s acceptance and is admissible in any proceeding.

21.2 Changes. Company may modify this Agreement at any time. The version presented and accepted at the time of an Order governs the Leads delivered under that Order.

21.3 Additional restrictions. If the Data Supplier imposes additional or revised restrictions on the Leads, Company may pass those restrictions through to Agent on written notice. Agent shall comply within thirty (30) days or discontinue all use of the affected Leads.

21.4 Relationship of the parties. Nothing in this Agreement creates any employment, partnership, joint venture, or agency relationship between Agent and Company. Agent is an independent contractor and controls the means and manner of Agent’s own marketing.

21.5 Assignment. Agent may not assign or transfer this Agreement or any right under it, by operation of law or otherwise. Company may assign this Agreement freely.

21.6 Survival. Sections 2.2, 5.6, 5.7, 5.8, 6, 7, 8, 9, 10, 11, 12, 13, 14.2, 14.3, 16, 17, 18, 19, 20, and 21 survive termination of this Agreement and of Agent’s access to the Platform.

21.7 Severability and waiver. If any provision of this Agreement is held unenforceable, that provision shall be limited or severed to the minimum extent necessary and the remainder shall remain in full force. No failure or delay in enforcing any provision operates as a waiver of it.

21.8 Relationship to other agreements. This Agreement supplements, and does not replace, the Platform Terms of Service, the Platform Privacy Policy, and any agreement between Agent and Agent’s FMO. With respect to the Leads, Agent’s purchase of them, and Agent’s use of them, this Agreement controls in the event of a conflict with the Platform Terms of Service. In all other respects the Platform Terms of Service continue to apply in full. This Agreement is the entire agreement between Agent and Company with respect to the Leads and supersedes any prior or contemporaneous understanding on that subject.

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By checking the acceptance box and submitting this order, Agent confirms that Agent has read, understands, and agrees to this Lead Data Use Agreement.