LEAD EXCHANGE AND PAY PER CALL PLATFORM TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you (“you” or “user”) and Astoria Company, LLC and other independent companies participating on the Lead Exchange and Pay Per Call Platform (collectively, “Company”, “we”, “our” or “us”), concerning your access to and use of our Lead Exchange and Pay Per Call Platform, website, including other media forms and media channels, including mobile websites and mobile applications, related or connected thereto (“Website”).

Persons under the age of 18 are not permitted to register for the Website or use the Website services.

IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE WEBSITE SERVICES OR THE WEBSITE.

LEAD EXCHANGE AND PAY PER CALL PLATFORM WEBSITE SERVICES – LEAD BUYING AND SELLING MATCHING SERVICES

It is important that you are aware that we are not a seller of any products or services to users of the Lead Exchange and Pay Per Call Platforms and Company is not a lender or provider of any financial, insurance, educational, legal or other services. Our services serve merely as a marketing, lead exchange and matching platform (the “Website Services”) between users and our independently operated network of institutions, companies, agencies and providers (the “Partners”) that generate leads or buy leads, which may include, depending upon which campaign vertical you operate in, autos, loans, education, mortgage, legal, insurance, home contractor services, or other products and services (the “Lead buying or selling”). Company is not an agent of any company or individual and all operate independently. Company is merely a lead exchange and pay per call matching service as described. We do not guarantee that the price, product, availability, rates, fees, or any other terms offered and made available by the Partners are the most favorable terms available. We do not endorse or recommend any lead generator seller or buyer of lead or calls. The Partners are solely responsible for abiding to all Federal and State Laws for generating lead or calls and buying leads and calls. You agree that we shall not be liable for any damages or costs of any type arising out of or in any way connected such lead generation or call selling or lead or call buying.

All decisions relating to the Lead buying or selling shall be made solely by the Partners, such as whether (i) you satisfy the criteria established by the Partners for the Lead buying or selling per the applicable API specification or call criteria.

In order to receive information about the Lead buying or selling or to apply for the Lead buying or selling, you will be requested to submit personal and other information via our online application forms (“Your Application Information”). Depending upon the type of Lead buying or selling you are applying for, Your Application Information may include any of the following, in addition to other information: your name, address, telephone number (work, mobile or other), email address, employment information.

All leads generators selling lead through the lead exchange are 100% liable to provide optin leads that are TCPA compliant and do not violate and Federal or State laws.  Any complaints or questions arising out of any lead the lead generator may be asked for proof of optin information which can include, but not limited to website the user opted into, IP address, time stamp, lead contact details, any third party lead identification or validation system used, etc.

IMPORTANT NOTICE TO LEAD BUYERS ON THE EXCHANGE: In order to induce Astoria Company to extend credit to BUYER, the persons who undersigns the Agreement each personally guarantees any and all obligations of BUYER to Astoria Company and waives notice of acceptance and/or any requirement that Astoria Company first proceed against BUYER or any security given before proceeding against Guarantor.

USER REPRESENTATIONS

By using the Website Services, you represent and warrant that:

all information you submit is truthful and accurate;

you will maintain the accuracy of such information;

you will keep your password, if applicable, confidential and will be responsible for all use of your password and account;

you are at least 18 years of age; and

your use of the Website Services does not violate any applicable law or regulation.

PROHIBITED ACTIVITIES

You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website is for the personal or company use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:

engaging in unauthorized lead generation activities including fraud;

deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website;

interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;

engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;

systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;

attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;

using the Website Service as part of any effort to compete with Company;

harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Website Services to you;

deleting the copyright or other proprietary rights notice from any Company Content; and

using the Website in a manner inconsistent with any and all applicable laws and regulations.

Non-commercial Use by Users

The Website is for the personal or company use only and may not be used in connection with any commercial endeavors. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, text, video and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company is prohibited. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks. If you download or print a copy of the Company Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Company Content or enforce limitations on use of the Website or the Company Content therein.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Website Services (“Submissions”) provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Website Service) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the website.

SITE MANAGEMENT

Company reserves the right but does not have the obligation to:

monitor the Website for violations of this Agreement;

take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities; and

otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.

PRIVACY

We care about the privacy of our users. Please review the Company Privacy Policy. By using the Website or the Website Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Website Services, you are consenting to the terms of Privacy Policy.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user of the Website.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY, ACCESS TO AND USE OF THE WEBSITE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE, DELETE YOUR PROFILE (IF APPLICABLE) AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Website Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

MODIFICATIONS To TERMS OF USE AGREEMENT

Company may modify this Agreement from time to time. Any and all changes to this Agreement will be reflected on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Website Services after any such modification is posted on the Website. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current to ensure you are informed of changes. Modifications to this Agreement shall be effective when posted. Additionally, modifications made to this Agreement applicable to dispute resolution shall not apply to disputes arising prior to the effective date of the modification.

TO LEAD EXCHANGE SERVICES

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Website Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website Services.

DISPUTES  With PARTNERS

If there is a dispute between users and any Partner, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more Partners, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Website Services.

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Website Services shall be governed and construed by the law of the State of California, excluding such state’s conflicts of law rules.  Any legal action of whatever nature by or against the Company arising out of or related in any respect to this Website and the Website Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Alameda County, California; subject, however, to the right of the Company, at the Company’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Website Service (including your visit to or use of the Website and/or the Website Service) be instituted more than two (2) years after the cause of action arose.

CORRECTIONS

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE WEBSITE AND WEBSITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE WEBSITE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE OR ANY LEAD BUYING OR SELLING ADVERTISED BY THE PARTNERS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE AND THE WEBSITE SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY PARTNER OR THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTNER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

The Company reserves the right to change any and all content, software and other items used or contained in the Website and any Website Services offered through the Website at any time without notice.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR WEBSITE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL NOT EXCEED $50.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

INDEMNITY

You agree to defend, indemnify and hold Company, its subsidiaries, affiliates, partners and Partners, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your  use of the Website Services, use in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to address set forth below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by email, regular mail or discussion forum postings.

DISPUTE RESOLUTION & ARBITRATION

You agree that any dispute or claim arising out of your use of the Site, including any dispute or claim as to the application, enforceability, scope, or interpretation of this agreement to arbitrate, shall be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages), and must follow these Terms of Use. Arbitration shall be administered by the Judicial Arbitration and Mediation Services, Inc. ( ‘JAMS ‘), pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014, and conducted by a single, neutral arbitrator. Arbitration shall take place by phone, unless an in-person hearing is requested by either party. In that case, the hearing shall take place in the county where you reside. To the extent this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the ‘Minimum Standards ‘), the Minimum Standards in that regard will apply. Disputes may also be referred to another arbitration organization if you and the Company agree in writing, or to an arbitrator appointed pursuant to Section 5 of the Federal Arbitration Act. To start an arbitration proceeding, you must execute and serve a Demand for Arbitration on the Company by mailing it to insert address pursuant to the JAMS instructions. The Company will bear the cost of your initial filing fee. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Company regarding the use of the Website Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

CCPA CONTRACT ADDENDUM

This California Consumer Privacy Act (CCPA) Addendum (this “Addendum”) forms a part of the contract (the “Contract”) between Astoria Company and the entity providing services to Astoria Company (the “Client”, “Company”, and/or “Vendor”). The parties agree as follows:

  1. Definitions

For purposes of this Addendum, the following terms shall mean as follows:

“Consumer” means a natural person.

“Delete”means the process to remove, obliterate, destroy or erase all written, electronic or other forms of information such that it cannot be retrieved in any fashion.

“Personal Information” means information that identified, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household and shall include, but is not limited to the examples of personal information identified in Cal. Civ. Code Section 1798.140(o) of the California Consumer Privacy Act.

“Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s Personal Information by the Client and or Vendor to a third party for monetary or other valuable consideration..

“Services” means performance of the services and activities provided pursuant to or in connection with the Contract previously entered into between Client and or Vendor and Astoria Company.

Service Provider means an entity that processes information on behalf of a business and to which the business discloses a Consumer’s Personal Information for a business purpose pursuant to a written contract.

  1. Service provider In order for the Vendor to provide Services to Astoria Company , Astoria Company may disclose Personal Information to Vendor. Vendor and Astoria Company agree that Client and or Vendor is acting as a Service Provider to provide Services to Astoria Company.
  2. Deletion Upon Astoria Company’s written request, and subject to and in accordance with all applicable laws, the Service Provider agrees to promptly delete any and all Consumer Personal Information pertaining to an individual whose name and identity is provided to Service Provider.
  3. Prohibited Use Service Provider agrees not to Sell Personal Information. Service Provider further agrees not to retain, use or disclose Personal Information obtained from Astoria Company (i) outside the direct relationship between Astoria Company and Service Provider, and (ii) for any purposes other than for the specific purposes of performing the Services specified in the Contract.

CONTACT US

In order to contact us or resolve a complaint regarding the Website, Lead Exchange or Pay Per Call Platform Services or to receive further information regarding use of the Services, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

Astoria Company

Email: bizdev@astoriacompany.com

Phone: 510-663-7016