By acceptance of these terms you (“Agent”) are consenting to and agreeing to be bound by the terms and conditions set forth herein.
RECITALS:
WHEREAS, TrueParity Corp., a Delaware corporation (“Company”) operates the website www.trueparity.com (the “Site”), an online marketplace which aims to connect prospective sellers and buyers of real estate with real estate agents in their area.
WHEREAS, the Company, through its operation of the Site from time to time may become aware of potential buyers or sellers of real estate which the Company believes could become a client for the Agent (each such potential buyer or seller, a “Potential Client”).
WHEREAS, the Agent desires from time to time to purchase the contact information for Potential Clients (each such set of contact information, a “Lead”) from the Company and the Company desires to sell the Leads to the Agent, upon the terms and conditions set forth in this Agreement.
AGREEMENT:
NOW, THEREFORE, incorporating the foregoing recitals, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Agent agree as follows:
1. Contact Information
From time to time, the Company may deliver one or more Leads to the Agent. A Lead is considered “won” when the Agent is selected by the client (homeowner or potential buyer) to represent them in selling or purchasing real estate. Upon winning a Lead, the Agent shall, within five (5) business days, notify the Company of their irrevocable payment election for that Lead by choosing one of the following options, as described in Section 2 below. If the Agent fails to notify the Company of their payment election within the specified timeframe, the Agent will automatically be deemed to have elected the Delayed Payment option for that Lead.
2. Payment
Agent shall pay the Company for each Lead, by one of the two methods below. Lead fees are always paid by the Agent directly to the Company outside of escrow. Lead pricing for both Upfront Payments and Delayed Payments is available on the Company website at www.trueparity.com/pricing.
A) Upfront Payment: Agent will pay an upfront fee for the Lead, when a listing is secured via an introduction by Company and/or its services. Upfront Lead payments are payable to the company within [three (3) business days] of the Agent’s election.
OR
B) Delayed Payment: Agent will pay the Company within five (5) days following the closing of a real estate transaction in which the Agent represents the potential buyer or seller that is the subject of the Lead.
The parties acknowledge and agree that the Lead Fee has been agreed upon between the parties as a reasonable calculation of the fair market value of the Lead. The Lead Fee relates only to the value of the Lead and does not constitute compensation for any goods, services, or agreements other than the Lead. The option for Agent to pay the Lead Fee to the Company on a delayed basis is being offered by the Company to the Agent for the convenience of the Agent and is not intended to, and does not constitute the sharing of revenue generated by the Lead from the Agent to the Company.
Payments will default to ACH (Automated Clearing House) transfers processed through Stripe. If an Agent opts to pay via credit card or debit card through Stripe, additional processing fees may apply, as disclosed at the time of payment. Checks are also accepted as a form of payment and must be received by the Company within the applicable payment timeframe.
3. Future Leads
By accepting the terms of this Lead Agreement for the Lead, Agent agrees to abide by them for any future leads brought to Agent by Company. For each future Lead won by Agent, Agent will have the option of choosing an Upfront or Delayed Payment. Notwithstanding anything to the contrary contained herein, Agent acknowledges and agrees that Company shall have no obligation to provide Leads to the Agent.
4. Leads are Not Referrals
The parties acknowledge and agree that any Lead which is the subject of this agreement is a so called “cold” lead. The Company has not and will not take any action, either pursuant to this Agreement or otherwise, to steer or affirmatively influence a Potential Client’s selection of the Agent as a real estate agent to represent the Potential Client in preference to the other real estate agents displayed on the Site. This Agreement does not affect the manner in which the Agent will be depicted on the Site to Potential Clients or any other users of the Site. The Company makes no representation, warranty or assurance that any Potential Client will engage the Agent as a real estate agent in connection with the purchase or sale of real estate and the payment of the Lead Fee is not contingent upon the Potential Client engaging the Agent.
5. Entire Agreement
The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the subject of this Agreement.
6. Modification
Any amendments or modifications to this agreement must be in writing and signed by both parties.
7. No Assignment
Agent shall not assign, transfer, or otherwise alienate any or all of its obligations, rights or interest under this Agreement without the express prior written consent of the Company.
8. Confidentiality
Agent shall keep confidential the terms and conditions of this Agreement, except as required by applicable law.
9. Indemnification
Agent shall indemnify, defend, and hold harmless the Company from and against any and all third party claims, demands, losses, costs, damages and expenses (including, without limitation, attorneys fees and court costs) arising from or relating to this Agreement or the Lead.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED OR SUFFERED BY AGENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOST REVENUE, LOSS OF INCOME, OR LOSS OF BUSINESS ADVANTAGE, EVEN IF THE COMPANY, OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Dispute Resolution
This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of California, excluding its conflicts of law rules. Any dispute or claim arising out of or relating to this Agreement shall be resolved by submission to final and binding arbitration in the county of Los Angeles before a California retired judge or justice, pursuant to the standard arbitration rules of ADR services, Inc. and the arbitration shall be administered by ADR Services, Inc. By agreeing to arbitrate, Agent waives any right to have a court or other jury trial. Agent irrevocably and unconditionally consents to personal jurisdiction in California and venue in Los Angeles County, including, without limitation, petitions to compel arbitration and to enforce an arbitration award concerning a dispute between the parties or relating to this agreement. The arbitration, and all aspects thereof (arguments, testimony, evidence, the decision, etc.) shall be confidential, except when used in the course of a judicial proceeding (e.g., to confirm, vacate or modify the award or regulatory proceeding, as may be requested by a governmental entity or as otherwise may be required by law). Judgment on the arbitrator's award shall be final and binding and may be entered in any competent court.
12. Costs and Attorneys' Fees
In the event a claim or controversy arises between the parties with respect to this Agreement, the prevailing party shall be entitled to reimbursement from the other party of its reasonable out-of-pocket costs and attorneys' fees in connection therewith.
13. Severability
If any term or other provision of this Agreement shall be determined by a court, governmental authority, or arbitrator to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not render the entire Agreement invalid. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal, or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable Law.
14. Further Assurances
From time to time, Agent agrees to execute and deliver such additional documents, and will provide such additional information and assistance as the Company may reasonably require to carry out the terms of this Agreement.
