LEAD BUYER AGREEMENT TERMS AND CONDITIONS

You (“Buyer”) and Porch.com, Inc., a Delaware corporation (“Porch”) enter into these Lead Buyer Agreement Terms and Conditions (this “Agreement”), effective as of the date you accept this Agreement by signing the Lead Buyer Order Confirmation (the “Order Confirmation”). Buyer and Porch agree as follows:

1.  Defined Terms. The following capitalized terms will have the meanings set forth below:

a.  “Direct Phone Lead” means a telephone call of at least sixty (60) seconds’ duration that is made by a Homeowner to Buyer using a Buyer-specific phone number provided, advertised and tracked by Porch or its service provider, plus the associated right to communicate with the Homeowner and the Lead Information provided by the Homeowner to Buyer.

b.  “Form Lead” means Lead Information submitted on a form by or on behalf of a Homeowner and the associated right to contact the Homeowner.

c.  “Homeowner” means the potential customer for home services (whether or not such potential customer becomes an actual customer) who is the owner or occupant of the relevant property, or any agent or representative of the foregoing, in either case, to the extent such person makes a decision regarding home improvement or similar services for the property. The parties acknowledge that the subject property may be a business property rather than a home and, in such case, “Homeowner” refers to the person engaging services for such property.

d.  “Lead” means a Form Lead a Warm Transfer or a Direct Phone Lead, as the case may be. Each non-exclusive Lead represents a non-exclusive right to contact the Homeowner who submitted the applicable Lead Information. Generally, Porch sells each non-exclusive Form Lead to up to four (4) buyers and each Warm Transfer and Direct Phone Lead to only one (1) buyer.

e. “Lead Information” means (i) the Homeowner’s first and last name, (ii) the Homeowner’s e-mail address and/or phone number, (iii) an address, including zip code (if collected), and (iv) information regarding the service that is of interest to the Homeowner, in each case as provided by the Homeowner. The parties acknowledge and agree that Porch may retain all Lead Information and that Porch may collect additional information from Homeowners that Porch will not transmit to Buyer.

f.  “Personal Information” means data or information that could potentially identify a specific individual.

g.  “Platform” means Porch’s electronic lead exchange platform.

h.  “Representatives” means a party’s employees, consultants, directors, officers, affiliates, representatives or agents.

i.  “Warm Transfer” means the connection of a Homeowner directly to Buyer via live telephonic transfer, plus the Homeowner’s Lead Information and the associated right to communicate with the Homeowner.

2. Obligations of Porch.

a.  Leads will be generated from inquiries from Homeowners (i) who complete a form that captures Lead Information (Form Leads); (ii) who are connected to Porch or its service provider via live telephone and provide Lead Information to Porch or its service provider (Form Leads); or (iii) who are connected to Porch or its service provider and then to Buyer via live telephone (Warm Transfers); or (iv) who call Buyer directly using a Buyer-specific phone number provided by Porch or its service provider (Direct Phone Leads).

b.  Porch shall deliver Leads to Buyer as set forth in the Order Confirmation.

c.  Porch shall use commercially reasonable efforts to ensure that the Lead Information for a Lead provided to Buyer includes only information that has been provided by the Homeowner (or input by Porch or its partners or service providers to facilitate understanding or use of the information provided by the Homeowner, such as a map of the Homeowner’s address and the date and time of the Homeowner’s request for services).

d.  Porch shall not knowingly provide Lead Information to Buyer that has been generated by giving the Homeowner a reason to believe that he/she would receive a prize, gift, payment or pecuniary benefit of any kind (other than, if applicable, a discount or promotion on the requested home services) in exchange for providing Lead Information.

3. Obligations of Buyer.

a.  Buyer shall pay Porch for each Lead received by Buyer, other than Rejectable Leads (as defined below), in accordance with the payment and other terms set forth in Section 4 of this Agreement. The price for each Lead will be the price for such Lead indicated by the Platform. Except in the case of Rejectable Leads, Buyer shall pay for each Lead received by Buyer regardless of whether or not Buyer acts on such Lead or contacts the Homeowner and regardless of whether the Homeowner purchases services from Buyer.

b.  A Lead may be rejected by Buyer only if: (i) the Lead Information includes a non-working or invalid phone number or email address; (ii) the Lead Information includes an obviously fraudulent first and/or last name (e.g., Mickey Mouse); (iii) the Lead contact person indicates, either verbally or in writing, that they never inquired about the service and did not request to be contacted, and Buyer does not thereafter provide services for the Lead; (iv) the Lead contact person indicates that no one with the given name lives at the indicated address or is authorized to make decisions regarding the property; (v) the Lead contact person is a solicitor seeking to sell goods or services; (vi) the Lead is identical to another Lead provided by Porch to Buyer during the previous 30 days; or (vii) in the case of a Warm Transfer, the Homeowner is connected by phone with Buyer for fewer than 30 seconds after the telephonic transfer from Porch or Porch’s service provider, and Buyer does not thereafter provide services for the Lead. Direct Phone Leads are not rejectable for any reason if the call lasts at least 60 seconds (and, in the case of calls lasting less than 60 seconds, will not be billed). A Lead meeting any of the criteria described in clauses (i) through (vii) is referred to in this Agreement as a “Rejectable Lead.” Buyer must submit a rejection request (a “Rejection Request”) to Porch within 7 days after delivery of a Rejectable Lead, through Buyer’s account on the Platform. Any Rejectable Lead that is not timely reported to Porch in a Rejection Request submitted within 7 days after delivery will be deemed to be accepted, no longer rejectable, and due for payment. Buyer shall not use any Lead that Buyer has rejected in any manner whatsoever, including but not limited to selling the Lead Information or using it to market to the consumer.

c.  Buyer shall keep all Personal Information received by it under this Agreement in strict confidence and shall not disclose Personal Information to any third party without the permission of Porch and the person to whom the Personal Information applies. Buyer shall implement administrative, physical and technical safeguards to protect all Personal Information provided to it under this Agreement. All such safeguards, and the manner in which Personal Information is collected, accessed, used, stored, processed, disposed of and disclosed, shall comply with applicable data protection and privacy laws and Section 7 of this Agreement.

d.  Buyer shall notify Porch of any actual or suspected data incident or breach involving Personal Information in Buyer’s possession, as promptly as practicable but no later than 48 hours after Buyer becomes aware of it, by sending a email with confirmed receipt to the Porch e-mail address in the signature block below (or such other email address as Porch may later provide in writing, including by confirmed email). Following Buyer’s notification to Porch of any actual or suspected data incident or breach, the parties shall coordinate with each other regarding the investigation of the actual or suspected data incident or breach. Buyer shall take reasonable steps to immediately remedy any data incident or breach and prevent any further recurrence. Buyer agrees to cooperate with Porch in Porch’s handling of the matter.

e.  Buyer shall not use the Lead Information to (i) engage in any form of harassment or offensive behavior, including but not limited to the posting of communications, pictures, videos or audio recordings that contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or offensive language or images; or (ii) infringe or violate the privacy rights, property rights, publicity rights or any other rights of any person or entity.

f.  Buyer shall not engage in spoofing or any other false identification in its communications with Homeowners, whether by telephone, SMS, email or other means.

g.  To the extent Buyer receives information regarding the disposition of Leads and can reasonably deliver such information to Porch, Buyer shall use commercially reasonable efforts to provide such information to Porch, upon Porch’s request. Such information shall include, without limitation, successful contact by Buyer with the Homeowner, scheduling of service and successful completion of service

h.  Buyer shall not resell Leads or Lead Information, in whole or in part, directly or indirectly.

4. Payment; Invoicing.

a.  Buyer shall provide credit card information to Porch or its billing platform. Between the first and fifth business day of each month, (a) Porch will send Buyer an invoice for Buyer’s outstanding account balance, which balance will reflect the aggregate purchase price of all Leads received by Buyer in the month just ended, minus the credit (if any) applied for Rejectable Leads for which a timely rejection request was submitted by Buyer in accordance with Section 3b of this Agreement (calculated as set forth below), and (b) Buyer’s credit card will automatically be charged for the full outstanding account balance. Porch may provide such invoice via email or other electronic transmission. In the event of an overpayment or underpayment, the amount of any overpayment will be credited to Buyer’s account and the amount of any underpayment will be charged to Buyer’s credit card. Buyer agrees to notify Porch of any changes to its credit card information necessary to process payments. If Porch or its billing platform is unable to process a payment, Buyer will be responsible for making alternate payment arrangements and shall pay Porch any resulting processing fees that may be incurred, plus late fees and interest as set forth below.

b.  Credit for Rejectable Leads for which a rejection request is received within 7 days after delivery and before the end of the month of delivery will be reflected in the invoice for such month. Credit for Rejectable Leads for which a rejection request is received within 7 days after delivery but after the end of the month of delivery will be reflected in the invoice for the following month.

c.  Each late payment will incur a late fee of $20. In addition, Buyer shall pay interest on the unpaid amount at the rate of 12% per year (or the maximum rate allowed under applicable law, if less). Porch reserves the right to suspend Buyer’s ability to purchase Leads and/or to suspend Buyer’s account in the event of delinquent payment.

d.  Buyer agrees to set up its account on Porch’s billing platform as soon as practicable after the execution of the Order Confirmation. Buyer further agrees to comply with any payment test instructions provided by Porch to confirm Buyer’s payment setup (for example, a credit card payment of a $1 test invoice, which will be credited to Buyer’s first invoice). Buyer acknowledges and agrees that Porch will not be required to deliver Leads until Buyer’s credit card information is on file and payment setup is confirmed.

e.  Buyer authorizes Porch or its billing platform (i) to charge Buyer’s credit card each month for the outstanding balance on Buyer’s account and, if necessary, to charge the amount of underpayments, without further authorization or advance notice, and (ii) to retain Buyer’s credit card information, until such time as Buyer revokes this authorization. Buyer agrees not to initiate a chargeback with the credit card issuer unless and until Buyer has exhausted all reasonable attempts to resolve any disputes directly with Porch, and understands that initiating a chargeback does not extinguish Buyer’s obligation to pay. Buyer may not offset against any amount due to Porch under this Agreement. Buyer understands that revoking an authorization for payment may result in suspension of Buyer’s ability to purchase Leads unless an acceptable alternative method of payment is established.

5. Representations and Warranties.

a.  Buyer represents and warrants that (a) it is an entity validly existing and in good standing under the laws of its state of incorporation/formation; and (b) it has taken all corporate (or other) actions necessary to enter into this Agreement and to perform its obligations hereunder.

b.  The person executing the Order Confirmation and accepting this Agreement on behalf of Buyer represents that he/she has the authority to bind Buyer to the terms of this Agreement (including, without limitation, to authorize all transactions to Buyer’s credit card).

6. Term and Termination.

a.  The initial term of this Agreement will be as set forth in the Order Confirmation. Thereafter, this Agreement will automatically renew on a monthly basis until terminated in accordance with this Section.

b.  Either party may terminate this Agreement after the initial term for any reason with 30 days’ prior written notice. Notwithstanding the foregoing, Porch reserves the right to (i) suspend Buyer’s ability to purchase Leads immediately upon failure by Buyer to make payments due hereunder when due, and (ii) to terminate this Agreement and/or suspend Buyer’s ability to purchase Leads in the event of (A) failure by Buyer to make payments due hereunder within 7 days of the date of the relevant invoice, (B) a breach of Sections 3(c), 3(d), 3(e), 3(f), or 3(h), 7 or 8 or (C) commencement by Buyer of a bankruptcy proceeding or other indication of insolvency of Buyer.

c.  The following will survive termination of this Agreement for any reason: (i) the obligation of the Buyer to pay amounts due under this Agreement for Leads provided before termination; (ii) claims, if any, related to a party’s violation of this Agreement; (iii) Section 8 and subsections (a), (c), (d), (e), (f) and (h) of Section 3, with respect to Leads and Lead Information received by Buyer before termination; and (iv) Sections 7 and 9 through 19 (inclusive).

7. Confidentiality.

a.  “Confidential Information” means any information, data or know-how, whether in oral, written or electronic form (including, without limitation, that relating to developments, methods, inventions, processes, technology, research, engineering, designs, intellectual property, business plans, operations, current or prospective customers or suppliers, agreements with third parties, prices and costs, marketing, budgets or finances) that (A) is disclosed by the disclosing party or its Representatives to, or that is otherwise learned by, the receiving party or its Representatives in the course of discussions or business dealings with the disclosing party, and (B) has been identified as being proprietary and/or confidential or, by the nature of the circumstances surrounding the disclosure or receipt, reasonably ought to be treated as proprietary and/or confidential. Confidential Information also includes, but is not limited to, the terms of this Agreement. Confidential Information does not include information, data or know-how that (i) was legally within the receiving party’s knowledge or possession prior to receipt from the disclosing party, (ii) is or becomes public knowledge (i.e., part of the public domain) other than by a breach of this Agreement, (iii) is lawfully received from a third party who did not have confidentiality obligations to the disclosing party with respect thereto; or (iv) is independently developed by the receiving party without reference to or disclosure of the Confidential Information of the disclosing party, in each case as evidenced by the receiving party’s records.

b.  During the term of this Agreement and for two (2) years thereafter, neither party shall disclose any Confidential Information of the other party except: (i) as expressly permitted by this Agreement; (ii) as may be required by law, regulation, or the order of a court or government agency of competent jurisdiction (provided such other party is given prior written notice of such disclosure requirement and a reasonable time to contest or prevent such disclosure); or (iii) on a need to know basis to Representatives who are bound by obligations of confidentiality protecting the Confidential Information at least as stringent as those provided in this Section 7.

c.  Each party shall take reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control. Such measures shall include, without limitation, those measures that such party uses to protect its own confidential information of a similar nature, which shall be no less than reasonable care. A party shall not use any of the other party’s Confidential Information for the benefit of any third party or for any purpose other than the purpose for which it was disclosed. Each party will be responsible for breaches of this Agreement by its Representatives.

d.  Each party retains all right, title and interest in and to its Confidential Information.

e.  Upon written request of the other party, a party shall promptly return all of the Confidential Information of the other party or destroy the same (other than such Confidential Information of the other party retained for legal or regulatory purposes or in backup or archival systems, which shall remain subject to the obligations set forth in this Section 7) and shall provide written confirmation from an executive officer of such return or destruction.

f.  Each party agrees that its obligations regarding Confidential Information and Personal Information provided in this Agreement are necessary and reasonable to protect the other party and its business, and that any breach of this Agreement would cause the other party to suffer irreparable harm for which monetary damages would be inadequate compensation. Each party will be entitled to seek an injunction or other equitable relief with respect to any actual or threatened breach of such obligations, in addition to any other remedy.

8. Legal Compliance. Each of the parties agrees to comply with all applicable laws, regulations and orders (including but not limited to the Telephone Consumer Protection Act, the CAN-SPAM Act, the Do Not Call Implementation Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act) in its performance of its obligations under this Agreement and in its use of Lead Information.

9. Indemnification. Buyer agrees to indemnify and hold Porch, its service providers, and its and their Representatives harmless from and against all liabilities, damages, losses, costs and other expenses (including but not limited to reasonable attorneys’ fees) resulting from or relating to any third-party claims, actions or proceedings based on or arising out of (a) Buyer’s actions or omissions with respect to Leads, Buyer’s use or possession of Lead Information or Buyer’s breach of this Agreement or (b) any information, content or materials provided by Buyer for use by Porch in the generation of Leads.

10. Limitation of Liability. IN NO EVENT WILL Porch’S LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY Buyer HEreUNDER. Porch WILL NOT IN ANY EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER PECUNIARY LOSS, EVEN IF Porch HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS.

11. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, (a) the validity, legality and enforceability of any of the remaining provisions of this Agreement will not in any way be affected or impaired thereby, (b) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (c) the remainder of this Agreement will remain in full force and effect.

12. Assignment; Successors. Buyer may not assign this Agreement, in whole or in part, without Porch’s prior written consent. This Agreement will be binding on and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

13. No Waiver. Any waiver of any provision of this Agreement must be in a writing signed by the parties. No delay, waiver or omission by a party to exercise any right arising from breach of this Agreement by the other party will be construed to be a waiver of any other or any subsequent breach.

14. Governing Law; Venue. This Agreement, and any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its conflict of laws principles. Venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in King County, Washington, and each party irrevocably waives any right to raise any argument that such courts are not the proper venue and irrevocably consents to personal jurisdiction of such courts.

15. Headings. Headings used in this Agreement have been included for convenience and ease of reference only, and will not in any manner influence the construction or interpretation of any provision of this Agreement.

16. Independent Contractors. The relationship between Porch and Buyer is that of independent contractors. Nothing in this Agreement will be deemed to constitute or create partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship.

17. Porch Terms of Use and Privacy Policy. Buyer is subject to and shall comply with the terms and conditions of Porch’s Terms of Use located at https://porch.com/about/terms/ and Porch’s Privacy Policy located at https://porch.com/about/privacy. In the event of any conflict between the Terms of Use or Privacy Policy and this Agreement, this Agreement will control. 

18. Changes to Terms. Porch may modify this Agreement at any time by posting a revised version. Any changes to this Agreement will be effective immediately upon posting. Buyer should review this Agreement periodically as its continued purchase of Leads after such changes will constitute acceptance of, and agreement to, such changes. Buyer waives any right to receive specific notice of such changes.

19. Entire Agreement; Modifications. This Agreement is the entire, complete and final agreement between the parties and supersedes all prior and contemporaneous agreements. No amendment to this Agreement will be valid unless made in writing and signed by both parties.

Effective Date: 3/8/2017