1. Purpose and Scope This Buyer Services Agreement (“Agreement”) governs the purchase of leads, calls, and marketing services (“Services”) from Bid On Calls (“BID”) by the entity or individual purchasing such services (“Buyer”). By funding an account, signing an Insertion Order (IO), or purchasing leads, Buyer agrees to be strictly bound by these terms.

2. Services and Role of BID BID provides a platform connecting Buyers with third-party publishers and traffic sources.

• Intermediary Status: Buyer acknowledges that BID acts solely as an intermediary marketplace. BID does not originate calls, own the consumer data, or operate the call centers.

• No Guarantee of Conversion: BID guarantees the delivery of contacts meeting the “Qualified Lead” criteria, but makes no representations or warranties regarding the conversion rates, sales outcomes, or profitability of the leads provided.

3. Payment Terms and Prepayments

• Payment Cycle: Unless a separate written IO specifies otherwise, all services are on a Prepayment basis. Buyer must fund their account prior to receiving leads.

• Net Terms: If credit is extended (e.g., Net 7), Buyer agrees to pay invoices strictly within the agreed timeframe. Late payments shall incur interest at a rate of 1.5% per month (or the maximum allowed by law).

• No Refunds: Prepaid funds are non-refundable and cannot be withdrawn. They must be used for lead purchases on the platform. In the event of account termination, any remaining balance may be forfeited if not used within sixty (60) days.

• Collection Costs: Buyer agrees to pay all costs of collection, including reasonable attorney’s fees and arbitration costs, for any delinquent amounts.

4. Qualified Leads and Authoritative Data

• Definition: A “Qualified Lead” is defined by the specific duration, geo-targeting, and criteria set forth in the applicable Insertion Order (IO) or platform campaign settings.

• Authoritative Data: Buyer acknowledges that BID’s internal tracking metrics and logs shall be authoritative, final, and binding for the purpose of calculating billable leads. Third-party tracking (e.g., Buyer’s CRM) will be considered for reference only but shall not override BID’s data in the event of a discrepancy.

• Data Capture & Callback Policy (Anti-Gaming): Buyer acknowledges that the Service provides valuable proprietary data (including the Consumer’s Caller ID/ANI) immediately upon connection. To prevent circumvention of billing:

  1. Usage Equals Payment: If Buyer terminates a call prior to the Billable Duration threshold but retains, records, or captures the Consumer’s contact information (ANI), and subsequently contacts that Consumer (via call, text, or email) within thirty (30) days, such event shall be deemed a Qualified Billable Lead regardless of the initial call duration.

  2. Audit & Penalty: BOC reserves the right to audit Buyer’s call logs to detect this pattern. If BOC identifies a pattern of ‘Short Duration’ calls followed by outbound callbacks to the same numbers, BOC may (a) bill all such calls as Qualified Leads, and (b) impose a penalty fee of $500 per infraction for theft of service.

5. Dispute Resolution and Waiver (Strict Deadline)

• 7-Day Window: Buyer must notify BID of any billing disputes, lead quality issues, or suspected fraud within seven (7) calendar days of the invoice date or lead delivery date.

• Waiver of Claims: Failure to raise a dispute in writing (via email to support@bidoncalls.com) within this 7-day window constitutes an irrevocable acceptance of the leads and a waiver of Buyer’s right to dispute the charges for any reason.

• Evidence Requirement: To dispute a lead, Buyer must provide specific evidence (e.g., call recording, Call ID) proving the lead failed to meet the Qualified Lead criteria. General allegations of “bad quality” or “fraud” without specific ID-level proof will not be accepted.

6. Buyer Compliance and Responsibilities Buyer agrees to use all leads in strict compliance with applicable laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and state privacy laws.

• Post-Delivery Usage: Once a lead is delivered to Buyer, Buyer assumes full liability for the legality of any subsequent communication (calls, texts, emails) with that consumer.

• Do Not Call (DNC): Buyer is responsible for scrubbing leads against its internal DNC list and national/state registries where applicable.

7. Non-Circumvention Buyer shall not, directly or indirectly, solicit, engage, or contract with any publisher, affiliate, or traffic source introduced by BID for a period of two (2) years following the last date of service. Breach of this provision shall entitle BID to liquidated damages equal to the gross revenue generated by the circumvented relationship.

8. Limitation of Liability To the maximum extent permitted by law, BID shall not be liable for any indirect, incidental, consequential, special, or punitive damages (including lost profits).

• Liability Cap: BID’s total aggregate liability to Buyer for any claim arising out of this Agreement shall strictly not exceed the total amount paid by Buyer to BID in the thirty (30) days preceding the claim.

9. Indemnification Buyer agrees to indemnify, defend, and hold harmless BID, its officers, directors, and affiliates from and against any claims, damages, liabilities, and expenses (including legal fees) arising from:

• (a) Buyer’s use or misuse of the leads;

• (b) Buyer’s violation of the TCPA or any other law;

• (c) Any breach of this Agreement by Buyer;

• (d) Any dispute between Buyer and a consumer.

10. Anti-Fraud and Lead Credit Policy BID prohibits its publishers from using incentivized traffic or fraud. In the event Buyer identifies a fraudulent lead (e.g., a caller asking for a gift card):

• Remedy: Buyer’s sole and exclusive remedy is a replacement credit for the specific invalid lead.

• No Invoice Avoidance: The existence of isolated invalid leads does not entitle Buyer to withhold payment for the entire invoice or batch.

11. Governing Law and Arbitration This Agreement is governed by the laws of the State of Wyoming.

• Mandatory Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by JAMS or the American Arbitration Association (AAA) in Laramie County, Wyoming.

• Class Action Waiver: Buyer agrees to proceed on an individual basis only. Class arbitrations and class actions are strictly prohibited.

12. Non-Disparagement During the term of this Agreement and for five (5) years thereafter, Buyer agrees not to make any public or private statements (including online reviews, social media posts, or industry forums) that disparage BID, its services, or its personnel. Violation of this clause constitutes a material breach subject to damages.

13. Entire Agreement and Priority This Agreement, along with any signed Insertion Order (IO), constitutes the entire agreement between the parties.

• Order of Precedence: In the event of a conflict between this website Agreement and a physically signed IO or Master Services Agreement (MSA), the terms of the signed IO or MSA shall control.