1. Purpose 

The purpose of this Agreement is for Publisher to perform lead generation and marketing services as outlined in this Agreement and applicable Insertion Orders. 

2. Term 

This Agreement shall commence on the Effective Date and continue unless and until terminated pursuant to Section 12 (Termination). 

3. Publisher Responsibilities

Publisher shall provide marketing services for campaigns listed in one or more mutually agreed-upon insertion orders (each an “IO”). Each IO shall detail the campaign criteria, lead qualification and conversion standards, pricing, budget caps, and other relevant performance expectations. BID reserves the right to review and reject any leads that do not meet qualification or conversion expectations as specified in an IO. Only leads accepted by BID as meeting the applicable criteria shall be considered “Qualified Leads.” All lead data must comply with Exhibit A and originate from U.S.-based IP addresses. Leads originating from non-U.S. IPs will be automatically disqualified. 

4. Lead Tracking and Reporting

BID will provide reporting to the Publisher for CPA campaigns within 24 hours after processing. Tracking for CPL and Pay-Per-Call campaigns will be handled via BID’s call tracking and CRM systems. 

5. Compensation and Payment 

BID shall compensate Publisher according to the rates and terms defined in each IO. If an IO does not specify payment terms, payment will be made within 15 days of BID’s receipt of a valid invoice. Billable calls must meet the criteria outlined in the IO, including any minimum call duration (buffer). BID may withhold payment related to leads under investigation due to third-party demand letters or legal claims until the issue is resolved. 

6. Exclusivity of Qualified Leads 

All Qualified Leads submitted to BID are deemed exclusive to BID. Publisher shall not share or resell any lead data generated pursuant to this Agreement to third parties. 

7. Representations and Warranties 

Each party represents and warrants that it is duly organized, validly existing, and in good standing in its state of incorporation, and has the full power and authority to enter into this Agreement and fulfill its obligations hereunder. Each party further represents and warrants that all information and materials created or provided by such party hereunder, to the best of such party’s actual or constructive knowledge: (i) are true and accurate in every respect; (ii) do not violate any applicable law, rule or regulation (including all applicable advertising regulations); and (iii) do not violate any third party right of any person or entity in any way, including without limitation, any intellectual property, privacy, defamation, or publicity right. 

Publisher additionally represents and warrants that: (1) it will not use incentivized traffic, misleading advertising, or other deceptive methods to generate leads; and (2) all lead data and associated consents shall comply with this Agreement and applicable law. 

8. Confidentiality 

Neither party (each, a “receiving party”), along with its directors, officers, employees, agents, advisors, subcontractors, independent contractors, subsidiaries, and affiliates (collectively its “Representatives”) shall, during the Term and for a period of five (5) years thereafter, without the other party’s (each, a “disclosing party”) prior written approval in each instance, not to be unreasonably withheld, disclose or otherwise make available to any other person or entity (whether acquired on the Effective Date or during the continuance of this Agreement) any information relating to the disclosing party’s business plans, products, advertising, innovations, fees, advertising or product concepts, customers, technology, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, or other business affairs (including without limitation, the Fees and the remainder of the terms hereof), or any other proprietary or confidential information of the disclosing party (the “Confidential Information”). The foregoing shall not apply to Confidential Information which: (i) is or becomes known to the general public other than as a result of the disclosure, directly or indirectly, by the receiving party or its Representative; (ii) was or is made available to the receiving party on a non-confidential basis from a source other than the disclosing party or any affiliate, provided that such source is not, and was not, to the receiving party’s actual or constructive knowledge, bound by a confidentiality agreement with the disclosing party or any affiliate or otherwise prohibited from transmitting such information; or (iii) is required to be disclosed by law, provided the receiving party gives the disclosing party notice and an opportunity to seek an appropriate protective order at its own expense. It is understood that the information required to be held in confidence as herein provided may be disclosed by the receiving party only to Representatives who need to know such Confidential Information for the purposes of fulfilling its obligations hereunder. Such Representatives, prior to any such disclosure, shall be informed of the confidential nature of such Confidential Information, and shall agree, in writing, to be bound by the terms hereof. 

All Confidential Information furnished to the receiving party by the disclosing party or any third party at the request of the disclosing party shall be and remain the property of the disclosing party. All copies of such Confidential Information in written, graphic, or other tangible form shall be returned to the disclosing party at any time upon the advance written request of the disclosing party or upon the termination or expiration of this Agreement for any reason whatsoever, subject to the terms hereof. 

The confidentiality provisions set forth herein shall also apply separately to each employee, subcontractor, or independent contractor engaged hereunder, and the engaging party shall be responsible for informing any such employee or contractor of any confidential and proprietary information included in any work contracted for hereunder. The engaging party shall require each such contractor to agree to be bound in writing by confidentiality terms no less stringent than those set forth herein. 

9. Compliance and TCPA Obligations

Publisher represents and warrants that any information and/or material it provides to BID in connection with the Services provided under this Agreement is accurate, complete, and does not infringe or violate the rights of any third parties. The Parties agree to only engage in communications with consumers in accordance with applicable law. This includes not sending automated or prerecorded message telemarketing calls, automated marketing text messages, or advertising facsimiles, to persons who have not provided their prior express written consent, in violation of the Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227 et seq., and/or any other applicable federal, state, or local telemarketing statute or regulation (collectively with the TCPA, the “Telemarketing Laws”). Publisher assumes sole responsibility for confirming that the consent language secured by Publisher is legally sufficient for its purposes. Publisher represents and warrants that: (i) it has secured the prior express written consent to contact those consumers it has been retained to contact on its behalf, as that term is used in the TCPA, or (ii) Publisher has a valid existing business relationship with consumers as that term is defined in the TCPA, or (iii) the contact is otherwise permissible under the statutes, rules, and regulations that apply to the advertising channel to be utilized by Publisher 

Upon request, Publisher shall provide BID with evidence of consent within 24 hours. Publisher assumes full responsibility for the compliance of all marketing content and methodologies it or its subcontractors employ, and agrees to defend, indemnify, and hold harmless BID and its personnel from any losses, penalties, or claims (including legal costs) arising out of violations of Telemarketing Laws or this Section. 

10. No Agency or Employment Relationship 

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. Publisher does not act on behalf of BID and shall not bind or purport to bind BID to any third party. Leads are generated solely for resale and are not produced under BID’s direction or control. 

11. Prohibited Lead Sources and Practices 

Publisher agrees not to use or submit leads generated through the following: 

• Incentivized offers (gift cards, cash, electronics, trips, etc.); 

• Coached or scripted consumers; 

• Scam or false inquiry tactics; 

• Live transfers from outbound-initiated calls or aged data; 

• Third-party lead generators or resellers. 

Failure to comply may result in immediate termination and potential legal action. 

12. Termination and Effects 

This Agreement may be terminated by either Party at any time with written notice. Upon termination: 

• Publisher is entitled to payment for undisputed, properly invoiced Qualified Leads generated prior to termination, payable per IO terms; 

• All confidentiality, compliance, and indemnity provisions survive termination.   

13. Indemnification 

Publsiher understands and agrees that BID is entering into the Agreement in reliance upon Publisher‘s representations and warranties set forth in this Agreement. In the event such representations and warranties are found to be untrue or inaccurate, Publisher shall fully indemnify and defend BID, together with its participating service providers, subsidiaries, successors, assigns, officers, directors, agents, and employees (the “Indemnified Parties”), from and against any investigations or legal actions brought by or on behalf of consumers (including, but not limited to, class actions), and any state or federal regulatory agency based on or relate to BID‘s efforts to contact consumers. Further, Publisher shall be solely responsible for any and all liabilities, damages, losses, expenses, demands, suits, fines, or judgments (including, but not limited to, reasonable attorneys’ fees, expert witness costs, court costs, and expenses) that may at any time be threatened against, suffered by, accrued against, charged to, or recoverable against the Indemnified Parties in connection with Publisher‘s efforts on BID’s behalf. 

14. Entire Agreement and Amendments 

This Agreement, along with Exhibit A and any IO, sets forth the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreements or communications between the Parties, whether written or oral, relating hereto. No representation, inducement, or promise has been made or relied upon by either party in entering into this arrangement other than as specifically set forth herein. This Agreement may be modified only by a written amendment signed by an authorized representative of each party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern, unless specifically set forth to the contrary in any such attachment. 

15. Governing Law and Dispute Resolution 

This Agreement shall be governed by the laws of the State of Wyoming. Disputes not resolved informally shall be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association in Laramie County, Wyoming. The arbitrator shall have relevant commercial expertise and may not modify this Agreement. 

16. Force Majeure 

Neither party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, lockouts, fires, acts of God, terrorism, or any other activities or factors beyond its control, whether similar or dissimilar to any of the foregoing. Notwithstanding the foregoing, the affected party shall promptly provide written notice thereof to the other party, which notice shall include a detailed description of the event of force majeure along with the affected party’s best estimate of the length of time such event will delay or prevent performance hereunder. Additionally, the affected party shall use all reasonable efforts to limit the impact of the event of force majeure on its performance hereunder. If an event of force majeure continues for at least two (2) weeks, BID shall have the right to immediately terminate this Agreement pursuant to the terms hereof. 

17. Severability 

In the event that any part or portion of this Agreement is deemed to be invalid and therefore unenforceable, the remaining provisions shall continue in full force and effect. 

18. Notices

All notices and other communications hereunder (each, a “Notice”) shall be made in writing and addressed to the parties at their respective email addresses as set forth herein or otherwise as designated in writing by the receiving party. All Notices shall be delivered by email. Except as otherwise provided herein, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with these requirements. 

19. Survival 

Following the Term, any and all provisions set forth herein which, by their very nature, are intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting confidentiality, representations & warranties, indemnifications, limitations on liability, ownership, and accrued payment obligations. 

20. Non-Disparagement. 

During the Term, and thereafter for five years, Publisher will not make, cause to be made, or encourage others to make or cause to be made any statements, observations, opinions, announcements, releases, or other communications that disparage or are likely in any way to harm BID or BID‘s reputation, business opportunities, or public perception. 

21. No Third-Party Beneficiaries.

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

22. Counterparts. 

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

IN WITNESS THEREOF, the undersigned parties have caused this Agreement to be executed by their respective authorized representatives. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same original. 

EXHIBIT A – LEAD DATA AND LEAD FORMS 

Lead Data 

Includes contact details such as name, DOB, phone numbers, email, address, and insurance details. 

Publisher warrants that all Lead Data: 

• Is collected from individuals with specific interest in the campaign’s products or services;
• Was collected after clear notice regarding data use for quotes;
• Was collected with express consent for marketing contact, including via autodialers, SMS, or pre-recorded voice.

Lead Forms 

All forms (e.g., webpages, social posts, emails) must: 

• Display opt-in disclosures in legible font;
• Be visible before any data submission;
• Ensure the user affirmatively consents.