Terms of Service

Last updated: Monday May 13, 2024

Please, read carefully these terms (Hereinafter the “agreement”) as they are legal biding between the publisher (You), the lead buyer (The Lead Buyer) and E Solutions MLS PR LLC owner and operator of leadexchange360.io (Us, the Platform). You accept these terms and conditions by successfully registering and/or signing up on leadexchange360.io, signing in with your Google account or any other provided method, and by the mere use of leadexchange360.io, in any of it’s versions as, but not limited to desktop, mobile, and/or mobile applications.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Services following the posting of any revised Terms or Privacy Policy means you agree to the changes.

Important: Your use of the Website or our services are subject to an arbitration provision in Section 9, requiring any claim or dispute with leadexchange360.io to be resolved by way of binding arbitration. By agreeing to these Terms, you, The Buyer and leadexchange360.io waive any right to participate in a class-action lawsuit or class-wide arbitration.

1. Definitions

“The Platform” means leadexchange360.io which is used as a cloud based lead distribution platform designed to help publishers capture, and distribute real-time leads through web forms and calls.

“Lead” means a potential customer who has expressed interest in a certain product or service by providing their contact information and wish to be contacted to receive a quote.

“Calls” means a potential customer who has expressed interest in a certain product or service by dialing a phone number on the publisher’s website and connect to a lead buyer or service provider through the leadexchange360.io platform.

“Publisher” means a person or company who operates a website designed to generate leads.

“Fees” means the fees collected by leadexchange360.io for the use of our cloud based lead distribution platform.

“Lead Cost” means the fees collected by the publisher for the leads generated and sold to a lead buyer.

“The Lead Buyer” means the end user with a credit card on file who purchases a lead or call from a publisher through the leadexchange360.io platform.

“TCPA” means the Telephone Consumer Protection Act 47 (TCPA) U.S.C. § 227 (5) which states that the “The term “unsolicited advertisement” means any material advertising the commercial availability or quality of any property, goods, or services which is transmitted to any person without that person’s prior express invitation or permission, in writing or otherwise.”. The publisher represents and warrants to the lead buyer that: (A) the publisher will ensure that all Leads or Calls supplied/sold to the lead buyer will be from persons or entities who have provided “prior express consent” to receive commercial telephone calls (including voice calls, artificial voice calls, pre-recorded calls, text messages, and/or autodialed calls) from the lead buyer, the third parties designated by the lead buyer, and/or third parties that purchase Leads or Calls from the lead buyer. For purposes of the Agreement, the term “prior express consent” shall have the meaning set forth in the TCPA. The publisher shall retain the records of each individual’s “prior express written consent” (“Consent Records”) for a minimum of one (1) year following the creation of same, and shall provide such records to the lead buyer upon the delivery to the lead buyer of any Lead, and also within two (2) business day’ of request by the lead buyer at any time.

“CAN-SPAM Act” means the Controlling the Assault of Non-Solicited Pornography and Marketing Act, a United States federal law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations.

2. Sending Leads or calls through leadexchange360.io

Publisher shall generate leads through publisher’s website and other online methods regarding consumers located in the United States of America that may be interested to be matched to a service provider. Leads or calls shall be delivered to the lead buyer in accordance to the criteria set by the lead buyer and the leadexchange360.io platform.

3. Changes

We reserve the right to withdraw, limit, or terminate our Services, the platform, or the website in our sole discretion and without notice. We will not be liable if for any reason all or part of the Website or the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of, or the entirety of, the Website or the Services, to users, publishers or lead buyers.

4. Payments, Lead Commission & Credits

For the services provided on the platform, Publishers agree to pay leadexchange360.io the membership fees in accordance with our packaged pricing set forth at leadexchange360.io as otherwise agreed between the parties in writing (the “Membership Fees”).

Payment is based on our monthly membership fee. leadexchange360.io may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. Any additions or amendments to our Fees will be updated in our Payment Terms and go into effect in the following billing cycle after said addition and/or amendment.

By using our platform, you expressly acknowledge and agree that: (1) leadexchange360.io is authorized to charge your credit card on file for the agreed monthly fee that you, as the publisher, have agreed upon, and (2) your leadexchange360.io membership is continuous until you cancel your account or your account is suspended, deactivated, or closed permanently in accordance with the Agreement. You acknowledge and agree that leadexchange360.io is authorized to charge your payment method on file for all membership fees and usage/overage fees in accordance with this Agreement.

If a publisher fails to make any payment when due: (i) leadexchange360.io will suspend any account or access to the Services for publishers that owe more than $50 USD at any given time and may charge interest on the past due amount at the annual rate of 10% calculated daily; and (ii) Publishers shall reimburse leadexchange360.io for all reasonable costs incurred by leadexchange360.io in collecting any late payments and interest, including attorneys’ fees, court costs, and collection agency fees.

All amounts payable by Publisher hereunder are exclusive of taxes and similar assessments. Publisher is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Publisher under these Terms, other than any taxes imposed on Publisher’s income.

You have the ability to cancel your leadexchange360.io account at any time, and your account will be closed at the end of the current billing cycle. You will be responsible for any additional usage fees that may accrue during the time period from which you cancel your account and the end of the current billing cycle, and they will be automatically billed to the payment method on file at the end of the billing cycle. If you cancel your leadexchange360.io account within thirty (30) days of the initial account activation, leadexchange360.io may provide you with a refund on fees that were paid. No refunds are guaranteed. In the event your leadexchange360.io account is suspended or terminated, or this Agreement is breached, you understand and agree that you shall receive no refund for any unused Membership, usage, and other fees.

Lead Commission

As a publisher, you have the ability to earn commissions on our platform by setting the price for a lead or call generated through your website. When a lead or call is generated and sent to a lead buyer that meets their criteria, leadexchange360.io will charge the lead buyer’s credit card on file on your behalf, and leadexchange360.io will calculate your commissions. Commissions will be deposited into your bank account via ACH within 30 days, provided that the calculated commission is over $100 USD.

Credits

As a publisher, you can approve and credit your lead buyer through the leadexchange360.io platform. leadexchange360.io does not process or approve credits on behalf of the publisher and the lead buyer.

5. Representations & Warranties

The lead buyer represents and warrants to the publisher that the lead buyer shall comply with all applicable local, state and federal laws, ordinances, regulations, and orders in regard to the buying of leads or calls.

The publisher shall comply with all applicable local, state and federal laws, ordinances, regulations, orders, and TCPA, in carrying out the terms of this Agreement.

The publisher’s website and service shall (i) comply with all applicable local, state and federal laws, ordinances, regulations and orders; and (ii) not infringe upon the intellectual or proprietary rights of any third party.

The publisher shall obtain all the required permissions for lead buyer to contact a Lead regarding a product or service (including but not limited to any requirements and permissions required under federal and state Do Not Call rules).

The publisher shall not generate Leads or Calls through the offer of incentives; misleading the consumer or by providing the consumer a reason to believe that they will receive a prize, gift, payment or pecuniary benefit of any kind in exchange for completing a lead form and generating a Lead.

The publisher shall not generate Leads or Calls though any website or other destination that contains content that is sexual, offensive, deceptive or illegal in nature or that in any way promotes or encourages hatred, violence, discrimination or illegal activities; and publisher shall not use fraudulent, deceptive, or misleading means to generate Leads or Calls. This includes Leads or Calls generated from a call center or where the origination of the Lead or Call involved placing an outbound phone call to the consumer prior to the Lead or Call being submitted to the lead buyer. The prohibition against Leads or Calls generated by phone shall also include those Leads or Calls verified by a call center or where the validation or verification of the Lead or Call involved placing an outbound phone call to the consumer prior to the Lead being submitted to the lead buyer.

Failure to comply with any of the guidelines as described in this section may at leadexchange360.io ’s sole discretion result in the following: a) Suspension and/or Termination of Publisher’s account; b) Withholding any or all accrued commission owed to publisher.

Mutual Representations and Warranties. Each party represents and warrants that it will comply with all laws and regulations concerning advertising and will make no false or misleading representations with regard to the other party. Neither party may take any actions, including without limitation using any content or marks of the other party or other parties, to imply any endorsement of a party’s website or any other relationship between the parties hereto, other than that of the parties’ cooperation hereunder.

6. Website Obligations

Each party is solely responsible for the development, operation, and maintenance of its own website and for all materials, information, data, and images that appear on such website. Each party will be solely responsible for the following: (i) the technical operation of such party’s website and all related equipment; (ii) the accuracy and appropriateness of materials posted on such party’s website; (iii) ensuring that materials, information, data and images posted on such party’s website do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous, or defamatory; (iv) ensuring that such party’s website has a privacy policy describing how such party collects, uses, stores, and discloses data collected from visitors and that such party’s website complies with all applicable privacy laws with regard to personal information, and discloses that certain data may be collected by third parties through links on such party’s website; and (v) ensuring that such party’s website complies with all terms of this Agreement.

7. Confidentiality

During the term of this agreement and any subsequent extensions, and after the expiration or termination hereof, neither party will disclose any Confidential Information as defined herein without the prior written consent of the other. As used in this Agreement, “Confidential Information” shall mean all data, technical information, commercial and research strategies, trade secrets, business plans, clients lists and details, financial information, employee lists and details, producer information, customer or prospective customer information and know-how disclosed, directly or indirectly, whether in writing or orally except for such information and know-how that: (i) can be shown by contemporaneous documentation to have been in a party’s possession prior to disclosure; (ii) at the time of disclosure hereunder is, or thereafter becomes, through no fault, part of the public domain; or (iii) is furnished by a third party after the time of disclosure hereunder without the breach of any duty. Neither party shall use any Confidential Information except for the purposes of this Agreement unless the other shall otherwise agree in writing. Both parties may disclose Confidential Information only to employees or agents who have a need to know the Confidential Information for the purposes of this Agreement and who are bound in writing to maintain the secrecy of the Confidential Information.

8. Disclaimer

YOUR USE OF THE WEBSITE, THE SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE AND SERVICES ARE AT YOUR OWN RISK. THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER Lead Exchange 360 NOR ANY PERSON ASSOCIATED WITH Lead Exchange 360 MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, TIMELINESS, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE SERVICES. Lead Exchange 360 DOES NOT WARRANT OR REPRESENT THAT THE SERVICES BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR WEBSITE, THE SERVICES, OR THE SERVER THAT MAKES EITHER AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PROVIDED BY LAW, Lead Exchange 360 HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, TITLE, SECURITY, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Indemnification

You agree to indemnify, hold harmless, and, at Lead Exchange 360’ option, defend Lead Exchange 360, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your (a) violation of these Terms or your use of the Website or the Services, including, but not limited to, your User Content, any use of the Services’ content, services, and products other than as expressly authorized in these Terms, or your use of any information or data obtained from the Website or Services; (b) negligence or willful misconduct; (c) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Lead Exchange 360 or authorized by Lead Exchange 360 in writing; (d) modifications to the Services not made by Lead Exchange 360; (e) your failure to comply with any obligations related to the new payment structure, including any disputes arising from changes in payment terms, or (f) your storing or sharing of data. You may not settle any claim against Lead Exchange 360 unless Lead Exchange 360 consents to such settlement, and further provided that Lead Exchange 360 will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

10. Limitation of Liability

EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, TO THE GREATEST EXTENT PERMISSIBLE, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER BUYER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY (WHETHER IN TORT, CONTRACT OR OTHERWISE) WILL BE LIMITED TO THE GREATER OF: (i) AGGREGATE FEES PAID TO SELLER BY BUYER UNDER THE AGREEMENT DURING THE MONTH IN WHICH SUCH CLAIM AROSE; OR (ii) $100.00.

The parties acknowledge that changes in payment terms, including the introduction of membership fees, may impact liability considerations. Accordingly, the limitations of liability set forth herein shall apply to disputes arising from changes in payment terms, including disputes related to membership fees, unless otherwise specified in this Agreement.

11. Term and Termination

The term of your monthly subscription begins on the Effective Date set forth in the applicable Service Order and continues until the subscription is terminated by either Party (the “Term”).

Either Party may terminate this Agreement for any reason on 30 days written notice. leadexchange360.io may immediately terminate your Subscription, effective on written notice to Publisher, if Publisher fails to pay any amount when due under the Terms or Service Order, or breaches any other obligations under the Terms.

Upon expiration or earlier termination of the subscription, or your access to the Website and/or Services, you shall immediately: (i) discontinue use of the leadexchange360.io IP; (ii) delete, destroy, or return all copies of the Lead Prosper IP; and (iii) certify in writing to leadexchange360.io that you have done so. The expiration or termination of the Terms will not relieve publisher’s obligation to pay all Fees that may have become due nor entitle publisher to any refund.

12. Complaints, Arbitrations Disputes & Class Action Waiver

Except in the case of the sale of all or substantially all of the assets related to this Agreement by a party, no assignments by either party are permitted, except as expressly approved in advance in writing by the other party. This Agreement shall be governed by the laws of San Juan, Puerto Rico.

In the event of a complaint, you must set out the cause of the complaint, how would like leadexchange360.io to resolve the complaint and any other information that you believe to be relevant. leadexchange360.io will acknowledge receipt of the complaint. A Customer Complaints officer (“Officer”) will consider the complaint. The Officer will consider the complaint without prejudice based on the information provided, and any information provided. Within 60 business days of the receipt of the complaint the Officer will address all points raised in the complaint by sending the you an e-mail (“Resolution Notice”) in which the Officer will:

Offer to resolve the complaint in the way requested;
Make a determination rejecting the complaint and set out the reasons for the rejection; or
Offer to resolve the complaint with an alternative solution.

Any dispute arising out of or in connection with this Agreement (a “Dispute”) shall be referred to and finally resolved by arbitration in the United States of America. If you prevail on any claim for which you are legally entitled to legal fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, leadexchange360.io will not seek you to pay its legal fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous.

The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the parties also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized Users or beneficiaries of the services provided by leadexchange360.io (Arbitration) shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. If any provision of this Section (Arbitration) is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

The Customer agrees to use the complaints procedure set out at Section 13 of this Agreement before contacting submitting the claim to arbitration. You agree to submit the claim or dispute to arbitration in accordance with Sections 13 of this Agreement respectively before filing any claim in a competent court. If you do not follow the procedures set out in this Section 13 before filing a claim in a court, leadexchange360.io shall have the right to ask the court to dismiss your filing unless and until you complete the steps outlined above.

13. Communications

All communications between the parties can be performed through Email: [email protected], or any other method accepted by both Parties.

All communications must be performed on weekdays, from 8:00 am to 5:00 pm EST.

14. Final Provisions/Miscellaneous

These Terms, and any other documents incorporated by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter addressed and supersedes all prior and contemporaneous understandings, agreements, and representations.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail, to each other party as follows:

To leadexchange360.io : E Solutions MLS PR LLC 1607 Ave Ponce De Leon Cobians’ Plaza GM06 San Juan, PR 00909

Force Majeure

Excluding payment obligations, leadexchange360.io will not be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, pandemics, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure Event”).

Related to Payment. If the publisher’s ability to pay leadexchange360.io all fees owed has been materially negatively impacted by a Force Majeure Event, including, but not limited to, failure of banking clearing systems or a state of emergency, then Publisher will make every reasonable effort to make payments on a timely basis to leadexchange360.io, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Publisher from any of its obligations as to the amount of money that would have been due and paid without such condition. The same applies for lead buyers.

Cancellation. If a Force Majeure Event has continued for thirty (30) days, Publisher and/or leadexchange360.io has the right to cancel the remainder of the agreement without penalty; provided, however, that Publisher will still be obligated to pay any and all fees owed with respect to any time period before the Force Majeure Event.

Children

Neither the Website nor the Services, are intended for anyone under the age of eighteen (18).

Relationship

The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties or any of its respective agents or employees.

Waivers

The waiver by any party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. No delay or omission on the part of any party to exercise or avail itself of any right or remedy that it has or may have hereunder operates as a waiver of any right or remedy.

Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement to a third party without the other party’s prior written approval; provided, however, that either party may assign or transfer its rights and/or obligations under this Agreement without the written consent of the other party pursuant to a transfer of all or substantially all of such party’s business or assets, whether by merger, sale of assets, sale of stock, or otherwise. Any assignment or transfer in violation of this paragraph will be null and void. All terms and conditions in these Terms will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.

Entire Agreement

This Agreement is the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the parties relating to the subject matter hereof.

Insurance

Publishers shall take out and maintain adequate workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers, with policy limits sufficient to protect and indemnify leadexchange360.io, and each of its officers, directors, agents, subsidiaries, partners, members, controlling persons, shareholders, successors, and assigns, from any losses resulting from Subscriber’s breach of these Terms. At leadexchange360.io ’s request, Publishers shall list leadexchange360.io as an additional insured under such policy and forward a certificate of insurance verifying such insurance to leadexchange360.io.

Severability

If any provision of these terms of service is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these terms.

Cancellation Policy

Lead buyers may cancel their membership at any time by providing written notice to Lead Exchange 360. Upon cancellation, lead buyers will be responsible for any outstanding fees accrued up to the cancellation date. Lead sellers, the Member may cancel their membership at any time by providing written notice to the Company. Upon cancellation, the Member will not be entitled to a refund for any unused portion of the membership term.