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This is a complete 13-page legal document. Please scroll to read all sections.
Last Updated: February 2026
IMPORTANT NOTICE
BY SUBMITTING A REGISTRATION TO PURCHASE LEADS, BY CLICKING "I AGREE" OR "ACCEPT," OR BY PURCHASING LEADS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS. BUYER ASSUMES ALL TCPA AND TELECOMMUNICATIONS COMPLIANCE OBLIGATIONS FOR LEADS PURCHASED.
This Lead Purchase Agreement (the "Agreement") is entered into by and between Prime Lead Exchange, LLC, a California Limited Liability Company, located at 700 N. Central Ave Suite 240, Glendale, CA 91203 ("Company," "Prime Lead Exchange," "we," "us," or "our"), and the company or individual entering into this Agreement to purchase Leads ("Buyer," "you," or "your") (collectively, the "Parties"). The term "Buyer" shall include Buyer and/or Buyer's clients, agents, or downstream purchasers (where relevant) that receive, use, or contact Leads obtained through Buyer.
Company operates an affiliate network and lead exchange platform through which it aggregates, validates, and distributes consumer lead information and/or live transfer calls from individuals interested in various products and services, including but not limited to legal, home improvement, financial, insurance, and other verticals. For purposes herein, such consumer information is referred to as a "Lead."
Buyer wishes to purchase Leads from Company pursuant to the terms and conditions set forth in this Agreement. This Agreement shall become effective on the date Buyer is approved by Company and/or accepts this Agreement electronically (the "Effective Date").
2.1 Lead Pricing.
The price for each Lead acquired by Buyer pursuant to this Agreement will vary based on mutual agreement between Company and Buyer, as specified in the Platform, applicable Insertion Orders, or as otherwise agreed in writing. Pricing may include:
2.2 No Volume Guarantees.
Notwithstanding anything stated herein to the contrary, Company does not guarantee any minimum or maximum number of Leads available for purchase at any time. Lead volume may fluctuate based on consumer activity, affiliate performance, and market conditions. Company reserves the right to allocate Leads among multiple buyers at its sole discretion.
2.3 Lead Delivery.
Leads will be delivered to Buyer via the Platform, API integration, email, or other method agreed upon by the Parties. Buyer is responsible for maintaining compatible systems and providing accurate posting specifications. Company is not responsible for Leads that fail to deliver due to Buyer's system errors or downtime.
2.4 Exclusive vs. Non-Exclusive Leads.
Unless otherwise specified in writing, all Leads are sold on a non-exclusive basis and may be sold to multiple buyers. Exclusive Leads, if available, will be clearly designated and priced accordingly.
3.1 Return Policy.
Web form Leads (not Live Transfers or calls) may be returned for credit at the sole discretion of Company, subject to the following requirements:
3.2 Non-Returnable Leads.
The following Leads are NOT eligible for return or credit:
3.3 No Conversion Guarantees.
Buyer understands and agrees that Company does not guarantee that any Lead will result in a sale, engagement, or successful outcome for Buyer. Company makes no representations regarding the likelihood that any Consumer will purchase products or services from Buyer or Buyer's clients.
A "Valid Lead" means a Lead that meets the following criteria at the time of delivery:
IMPORTANT DISCLAIMER:
All web form Lead information is obtained directly from the Consumer filling out the online form. Company does not independently verify the accuracy or completeness of Consumer-provided information. Company is not responsible for Leads containing inaccurate information provided by the Consumer.
CRITICAL COMPLIANCE NOTICE
BUYER ASSUMES ALL RESPONSIBILITY FOR TCPA AND STATE TELECOMMUNICATIONS COMPLIANCE. Company does not scrub Leads against any Do Not Call registry and makes no representations about TCPA compliance. Buyer is solely responsible for ensuring that all contacts made using Lead Data comply with all applicable federal and state telecommunications laws. TCPA violations may result in statutory damages of $500-$1,500 per violation.
5.1 Buyer's TCPA Compliance Obligations.
Buyer represents, warrants, and covenants that it shall, at its sole cost and expense:
5.2 Established Business Relationship Limitations.
Buyer acknowledges and agrees that pursuant to the Telephone Consumer Protection Act, the Telemarketing Sales Rule, and applicable state laws, Buyer may only contact Consumers based on an "established business relationship" created by a "consumer inquiry" for a limited period. Specifically:
5.3 State Mini-TCPA Compliance.
Buyer acknowledges that numerous states have enacted telecommunications laws that impose requirements stricter than federal law. Buyer is solely responsible for complying with ALL applicable state laws, including but not limited to:
| State | Key Requirements |
|---|---|
| Florida (FTSA) | Prior express written consent required; 3 calls/24hrs max; 8AM-8PM; $500-$1,500/violation; 15-day safe harbor |
| Oklahoma (OTSA) | Prior express written consent; 3 calls/24hrs; 8AM-8PM; broader autodialer definition; private right of action |
| Maryland | Prior express written consent; 8AM-8PM; 3 calls/24hrs; $1,000 fine or 1 year imprisonment |
| Texas (eff. Sept 2025) | Expanded scope; private right of action under DTPA; registration requirements; enhanced penalties |
| Connecticut | Prior express written consent; up to $20,000/violation |
| Washington | Express written consent for SMS; $1,000/incident |
| Virginia (eff. Jan 2026) | Must honor opt-out for minimum 10 years |
| All States | Buyer must independently research and comply with all applicable state laws |
5.4 Company's Limited Role.
COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR TCPA OR STATE TELECOMMUNICATIONS COMPLIANCE. Specifically:
5.5 Consent Documentation.
Upon Buyer's written request, Company will use commercially reasonable efforts to provide available consent documentation for specific Leads, which may include TrustedForm certificates, Jornaya LeadIDs, or other consent verification records maintained by Company's affiliates. However, Company does not guarantee the availability, completeness, or legal sufficiency of such documentation, and Buyer remains solely responsible for independently verifying consent before contacting any Consumer.
6.1 General Representations.
Buyer represents and warrants that:
6.2 Compliance with Laws.
Buyer represents, warrants, and covenants that it is currently in compliance with, and will continue to comply with, all applicable federal, state, and local laws, rules, and regulations, including but not limited to:
6.3 Prohibited Uses of Lead Data.
Buyer shall not, directly or indirectly:
7.1 Invoicing and Payment Terms.
Buyer will be invoiced monthly for the prior month's Leads on a "Net 14 Days" basis unless otherwise agreed in writing. All payments shall be made in U.S. Dollars. Company may require prepayment or modified payment terms for new Buyers or Buyers with outstanding balances.
7.2 Payment Disputes.
In the event of any disputes concerning payments owed to Company, Buyer shall first pay all invoiced sums and then, within seven (7) days, provide written notice to Company specifying the disputed amount and the basis for the dispute. Company will review the dispute within five (5) business days and provide a response along with a credit or refund of any overpaid sums if Company determines in good faith that the incorrect amount was billed.
7.3 Late Payments.
Late payments shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. Company may suspend Lead delivery to Buyers with past due balances.
7.4 Credit Reporting and Collections.
Company is authorized at its discretion to report timely and/or late payments and defaults to credit bureaus, Dun & Bradstreet, and other third parties that analyze business payments and credit. In the event Company must engage in collection activity, Company shall be entitled to recover its attorneys' fees and other costs of collection. Such sums shall be payable by Buyer and/or Buyer's authorized signatory or owner.
7.5 Security Interest.
To secure the extension of credit in Company providing Leads prior to receiving payment, Buyer agrees to grant and convey to Company a security interest in all assets of Buyer, including but not limited to all property and goods acquired by Buyer subsequent to execution of this Agreement and prior to its termination, as well as all proceeds, including those connected with the Leads Company is delivering to Buyer. Company is hereby authorized to file UCC-1 Financing Statements with respect to this Agreement. Company shall file a UCC-3 Termination Statement upon satisfaction of all obligations or authorize Buyer to do the same.
The terms of this Agreement and any proprietary information provided by the Parties in connection herewith shall be deemed confidential ("Confidential Information"). Without limiting the foregoing, Confidential Information includes: Lead Data, suppression and unsubscribe lists, pricing, business policies, practices and methods, affiliate and advertiser identities, performance data, and other proprietary information.
Neither Party shall disclose Confidential Information to any third party except to employees and consultants as reasonably necessary to perform under this Agreement, provided such persons are bound by confidentiality obligations at least as restrictive as those herein. The Receiving Party shall treat Confidential Information with at least the same level of care as its own confidential information.
These confidentiality provisions shall not apply to information that: (i) was previously known to the Receiving Party; (ii) became publicly known through no wrongful act of the Receiving Party; (iii) was rightfully received from a third party; or (iv) was disclosed pursuant to legal requirement, provided the Receiving Party gives prompt notice to enable the Disclosing Party to seek protective relief.
9.1 Buyer's Indemnification Obligation.
Buyer shall defend, indemnify, and hold harmless Company, its affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, "Company Indemnified Parties") from and against any and all claims, actions, suits, proceedings, investigations, demands, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
9.2 Mutual Indemnification.
Each Party agrees to defend, indemnify, and hold harmless the other Party from any claims, losses, costs, expenses, liabilities, and damages, including reasonable attorneys' fees, arising from any breach of representation, warranty, or agreement by the indemnifying Party.
9.3 Indemnification Procedures.
Company may select its own legal counsel to represent its interests and direct its defense. Buyer shall reimburse Company for costs and attorneys' fees as incurred. Buyer shall not settle any claim without Company's prior written consent.
10.1 Disclaimer of Warranties.
EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE HEREIN, COMPANY DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR OTHERWISE. LEADS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
10.2 TCPA Disclaimer.
COMPANY DOES NOT SCRUB LEADS AGAINST ANY DO NOT CALL REGISTRY AND MAKES NO REPRESENTATIONS ABOUT TCPA COMPLIANCE. Company is not making any representations, warranties, or guarantees regarding the validity, currency, or legal sufficiency of any consent associated with Leads. Buyer assumes all risk and responsibility for TCPA and state telecommunications compliance.
10.3 Limitation of Liability.
IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM BY BUYER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO BUYER'S INDEMNIFICATION OBLIGATIONS OR BUYER'S BREACH OF CONFIDENTIALITY.
11.1 Term.
This Agreement shall continue until either Party provides the other Party written notice of its desire to terminate. Termination notices may be delivered via email and shall be effective upon receipt.
11.2 Effect of Termination.
Any order for Leads placed by Buyer and accepted by Company prior to termination shall be fulfilled and paid for as if the Agreement had not terminated. No further orders may be placed after termination notice is delivered. Sections 5, 6, 8, 9, 10, 12, and 13 shall survive termination.
11.3 Termination for Cause.
Company may terminate this Agreement immediately, without notice, if Buyer: (a) breaches any material term; (b) violates any applicable law; (c) fails to pay invoiced amounts when due; or (d) becomes insolvent or files for bankruptcy.
ARBITRATION NOTICE
THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
12.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, regardless of conflict of laws principles.
12.2 Binding Arbitration.
Any controversy, claim, or dispute arising out of or relating to this Agreement, including collections of outstanding sums owed, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the Federal Arbitration Act. The arbitration shall take place in Los Angeles County, California. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
12.3 Class Action Waiver.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate proceedings or preside over any form of class or representative proceeding.
12.4 Costs and Fees.
The parties shall share the cost of arbitration equally. In the event Company must proceed in collecting outstanding sums owed, Company shall be entitled to recover all attorneys' fees and costs from Buyer and Buyer's authorized signatory or owner.
12.5 Arbitration Opt-Out.
If Buyer does not agree to this arbitration provision, Buyer may email Company at legal@primeleadexchange.com within fifteen (15) days of entering this Agreement and state that Buyer does not agree to arbitrate disputes. All other terms, including venue and choice of law, shall still apply.
13.1 Entire Agreement.
This Agreement sets forth the entire understanding between the Parties and supersedes all prior agreements relating to the subject matter hereof.
13.2 Amendments.
Company may amend this Agreement at any time by posting a revised version on its website or Platform. Continued purchase of Leads after any amendment constitutes acceptance of the amended terms.
13.3 Assignment.
Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
13.4 Independent Contractors.
The Parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created by this Agreement.
13.5 Notices.
Notices shall be sent by email, with the date of notice being the date sent. Company's notice address: legal@primeleadexchange.com.
13.6 Severability.
If any provision is held invalid or unenforceable, it shall be deemed severed and shall not affect the validity of other provisions.
13.7 No Third-Party Beneficiaries.
No person who is not a party to this Agreement shall have any rights by reason of this Agreement. For the avoidance of doubt, Consumers/Leads are third parties and not beneficiaries of this Agreement.
13.8 Waiver.
No waiver of any provision shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver.
ACCEPTANCE OF AGREEMENT
BY CLICKING "I AGREE," "ACCEPT," OR ANY SIMILAR BUTTON, BY COMPLETING REGISTRATION TO PURCHASE LEADS, OR BY PURCHASING LEADS AFTER THE EFFECTIVE DATE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE ARBITRATION PROVISION AND CLASS ACTION WAIVER.
14.1 Electronic Signature.
By completing the registration process and clicking the acceptance button, or by purchasing Leads, Buyer agrees that such action constitutes Buyer's electronic signature and has the same legal force as a handwritten signature. No physical signature is required.
14.2 Authority to Bind.
The person accepting this Agreement represents and warrants that they have full authority to bind Buyer to this Agreement. If Buyer is an entity, the individual accepting represents that they are an authorized officer, member, or representative with authority to bind the entity.
14.3 Record of Acceptance.
Company will maintain a record of Buyer's electronic acceptance, including the date and time of acceptance, IP address, and version of this Agreement accepted. This record shall constitute conclusive evidence of Buyer's agreement.
14.4 Continued Use as Acceptance.
Continued purchase of Leads after any amendment to this Agreement constitutes acceptance of the amended terms.
END OF AGREEMENT
You have reached the end of this 13-page legal document
Prime Lead Exchange, LLC
700 N. Central Ave Suite 240, Glendale, CA 91203
www.primeleadexchange.com