IntroCart Lead Purchase Agreement

This Lead Purchase Agreement (“Purchase Agreement”) is entered into between Metrix Holdings LLC dba eQuoto (“eQuoto,” “Seller,” “we,” or “us”) and the individual or entity registering for or purchasing Leads through IntroCart (“Buyer,” “you,” or “your”).

By clicking “I Agree,” creating an IntroCart purchasing account, clicking to accept at registration, funding an account, or purchasing Leads, Buyer agrees to and is legally bound by this Purchase Agreement, the IntroCart Terms of Use, and the IntroCart Privacy Policy. Registration and account creation are expressly conditioned upon acceptance of these terms.

1. Purchase and Sale of Leads

eQuoto may make consumer leads (“Leads”) available to Buyer through IntroCart.

Lead pricing, product type, geographic criteria, filters, delivery method, exclusivity or sharing status, volume, and other campaign-specific criteria will be those displayed or otherwise agreed through IntroCart at the time of purchase.

Buyer is responsible for reviewing the applicable criteria before completing a purchase.

Availability is not guaranteed.

2. Payment and Accounts

Buyer shall pay all fees displayed and accepted through IntroCart at the time of purchase. eQuoto requires prepayment or a cleared account balance before delivering Leads. Buyer authorizes eQuoto and its payment processors to charge the designated payment method. All payment obligations are non-cancelable. Buyer is responsible for all applicable sales, use, or statutory taxes.

3. Lead Delivery

A Lead is deemed delivered when made available in Buyer’s IntroCart portal or transmitted to Buyer’s designated CRM, email, web-hook, or endpoint. Buyer is solely responsible for maintaining compatible receiving systems and integrations.

4. Lead Returns and Credits

Buyer must inspect Leads promptly. A Lead may qualify for an account credit in eQuoto’s sole discretion if Buyer submits sufficient documentation establishing that the Lead:

\(a\) materially failed the expressly purchased geographic or campaign criteria;

\(b\) contains materially false or unusable contact information;

\(c\) is a duplicate delivered by eQuoto to the same Buyer within the applicable campaign duplicate period;

\(d\) is demonstrably fraudulent; or

\(e\) otherwise qualifies under return criteria expressly displayed for the applicable Lead product.

Buyer dissatisfaction with a Lead, inability to contact a consumer, failure of a consumer to answer or respond, inability to close a sale, consumer disinterest, failure to qualify for Buyer's product, or Buyer's failure to timely contact the consumer does not, by itself, make a Lead invalid.

Unless different return terms are expressly displayed for a Lead product, Buyer must submit a credit request within 10 calendar days after delivery.

Buyer must provide the Lead identifier, reason for the requested credit, and reasonable supporting documentation.

eQuoto will review credit requests in good faith.

5. Credits; No Refunds

All approved returns are issued EXCLUSIVELY as IntroCart account credits and not as cash refunds, except where otherwise required by applicable law.

Credits:

\(a\) will be applied to Buyer's IntroCart account;

\(b\) may be used toward eligible future Lead purchases;

\(c\) have no cash value;

\(d\) are not redeemable for cash or bank transfer;

\(e\) may not be transferred, assigned or sold without eQuoto's written approval; and

\(f\) do not entitle Buyer to a reversal or chargeback of the original payment transaction.

Buyer expressly acknowledges and agrees that the issuance of an account credit constitutes full satisfaction and final settlement of an approved Lead return.

6. Chargebacks and Payment Disputes

Buyer agrees to resolve billing concerns directly with eQuoto. Initiating an unauthorized chargeback constitutes a material breach.

A chargeback does not eliminate Buyer's payment obligations for valid Leads delivered under this Purchase Agreement. In the event of an improper chargeback, eQuoto reserves the right to recover the full transaction amount plus administrative fees, collection costs, and reasonable attorneys' fees.

eQuoto may suspend or terminate purchasing privileges while a chargeback or payment dispute remains unresolved.

Nothing in this Section waives any non-waivable rights Buyer may have under applicable payment-card or other law.

7. Buyer's Compliance Obligations

Buyer is solely responsible for its subsequent use of Leads and its communications with consumers.

Buyer represents, warrants, and covenants that it will comply with all federal, state, and local laws governing communications and consumer protection, including the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), CAN-SPAM Act, State Do-Not-Call (DNC) rules, and state privacy statutes.

Without limiting the foregoing, Buyer shall:

\(a\) maintain all licenses and regulatory authority required for the products or services Buyer markets;

\(b\) honor applicable federal and state Do-Not-Call and suppression requirements;

\(c\) comply with applicable calling-hour and frequency restrictions;

\(d\) use Lead information only for lawful purposes consistent with the consumer's consent and reasonable expectations;

\(e\) provide legally required identification, disclosures, opt-out mechanisms, and notices;

\(f\) promptly honor applicable consumer opt-out, revocation, deletion, and suppression requests;

\(g\) maintain reasonable administrative, technical, and physical safeguards protecting consumer information;

\(h\) not sell, disclose, transfer, or use Lead Data in a manner prohibited by applicable law or the applicable Lead terms; and

\(i\) maintain records reasonably sufficient to demonstrate Buyer's compliance where required by law.

eQuoto's delivery of a Lead does not constitute legal advice or a representation that every possible method or frequency of contacting the consumer is lawful. Buyer remains responsible for determining the legal requirements applicable to Buyer's own communications and business activities.

8. Consumer Consent and Revocation

Where Lead information includes evidence or records relating to consumer consent, Buyer shall use such information only in accordance with applicable law and the scope of the applicable consent.

Buyer acknowledges that consumer consent may subsequently be revoked.

Upon receiving an applicable revocation or opt-out request, Buyer is responsible for promptly implementing the request within its own systems and any systems or vendors acting on its behalf as required by law.

9. No Guarantee of Results

eQuoto does not guarantee that any Lead will result in contact, qualification, appointment, quote, application, policy, sale, revenue, or other conversion.

Lead performance varies and past performance does not guarantee future results.

10. Buyer Data and Consumer Data

Buyer remains responsible for information it uploads or provides through IntroCart.

Consumer information delivered as part of a Lead may be used by Buyer only for lawful business purposes consistent with this Agreement, the applicable Lead terms, consumer consent, and applicable law.

Neither the purchase of a Lead nor access to Lead Data transfers ownership of the consumer's personal information in a manner that overrides applicable privacy rights or legal restrictions.

11. Audit and Compliance Cooperation

Upon reasonable written request relating to a documented compliance complaint, regulatory inquiry, suspected fraud, or suspected material violation of this Agreement, Buyer shall reasonably cooperate with eQuoto and provide information reasonably necessary to investigate the matter.

Such requests will be limited to information relevant to the applicable matter and subject to applicable confidentiality, privacy, and legal restrictions.

12. Indemnification

Buyer will defend, indemnify, and hold harmless Metrix Holdings LLC, eQuoto, and their respective affiliates, officers, directors, employees, and agents from third-party claims, regulatory proceedings, damages, penalties, liabilities, costs, and reasonable attorneys' fees to the extent arising from:

\(a\) Buyer's breach of this Purchase Agreement;

\(b\) Buyer's violation of applicable law;

\(c\) Buyer's marketing, calling, texting, emailing, sale, or other use of Leads after delivery;

\(d\) Buyer's products, services, advertising claims, scripts, or representations to consumers; or

\(e\) Buyer's misuse or unauthorized disclosure of consumer information.

eQuoto will remain responsible for claims to the extent directly resulting from eQuoto's own breach of its express obligations under this Purchase Agreement, gross negligence, willful misconduct, or violation of applicable law.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EQUOTO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. EQUOTO’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY BUYER TO EQUOTO FOR THE SPECIFIC LEADS GIVING RISE TO LIABILITY IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

14. Suspension and Termination

eQuoto may immediately suspend Lead delivery or account access where it reasonably believes Buyer is engaged in fraud, unlawful marketing, misuse of consumer information, material regulatory non-compliance, unauthorized account activity, or conduct presenting material risk to consumers or eQuoto.

For other material breaches capable of cure, eQuoto may provide written notice and a reasonable opportunity to cure.

Buyer remains responsible for amounts incurred before suspension or termination.

15. Independent Contractors

The Parties are independent contractors. Nothing creates an employment, partnership, franchise, agency, fiduciary, or joint-venture relationship.

16. Assignment

Neither Party may assign this Purchase Agreement without the other Party's consent, except that either Party may assign it to an affiliate or successor in connection with a merger, reorganization, change of control, or sale of substantially all relevant assets.

17. Electronic Contracting

Buyer agrees that electronic acceptance constitutes Buyer's legally binding signature and agreement to this Purchase Agreement.

Buyer consents to receiving contractual notices and records electronically.

eQuoto may retain electronic records showing Buyer's acceptance, including the date and time, account information, IP address, acceptance event, and version of the Purchase Agreement accepted.

18. Governing Law and Disputes

This Agreement shall be governed by the laws of the State of Georgia, without regard to conflicts-of-law principles.

\(a\) Governing Law: This Agreement and any dispute arising out of or related to it shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia, USA, without regard to its conflict of law principles.

\(b\) Mandatory Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, including the formation, breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Atlanta, Fulton County, Georgia, before a single arbitrator administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

\(c\) Class Action & Jury Waiver: BUYER AND EQUOTO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. BOTH PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

\(d\) Pre-Dispute Resolution: Prior to initiating arbitration, the aggrieved party must send a written Notice of Dispute detailing the claim. The parties shall attempt in good faith to resolve the dispute within thirty (30) days of receipt before initiating arbitration.

\(e\) Fee Shifting: In any arbitration or legal proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and court/arbitration costs from the non-prevailing party.

19. Entire Agreement; Order of Precedence

This Purchase Agreement, the Terms of Use, and applicable purchase or campaign terms constitute the agreement governing Leads purchased through IntroCart.

For campaign-specific commercial matters—including Lead type, filters, price, volume, return period, and delivery criteria—the terms displayed and accepted for the applicable purchase control over inconsistent general terms.