Landing Page Plan Agreement

This Landing Page Plan ("Plan") Agreement (“Agreement”) is entered into between The QBI Companies (Getqbi, LLC and QBI, LLC), a California limited liability company (“QBI”) and (“Plan Purchaser”) (together, the “Parties”). This Agreement is effective as of the date of last signature below (the “Effective Date”). 

 

RECITALS

QBI is a company that offers a trademarked process of measuring an individual’s readiness for potential homeownership based on certain information self-reported by the individual in response to questions relating to credit-readiness, housing affordability, and information fundamental to the loan approval process. 

Plan Purchaser is a licensed real estate agent or broker who represents sellers or buyers of residential real estate or real property. 

 

In the course of its business, QBI is in a position to identify prospective home buyers who are interested in buying a home.

The Parties desire to enter into this Agreement so that QBI provide Plan Purchaser a limited license for access and use of a co-branded webpage (“Landing Page”) and can sell to Plan Purchaser the name, contact information and information derived from completed Qualify Buyer Index assessments (“QBI Data”) for persons who are potentially interested in obtaining services from Plan Purchaser (“Leads”). 

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

  1. Recitals. The foregoing recitals are hereby incorporated into and made a part of the Agreement, including all defined terms referenced therein.

  2. Access and Use of Website. QBI grants Plan Purchaser a limited license to use its website at www.getgbi.com (“Website”) for the limited purpose of creating a Landing Page which consists of Plan Purchaser’s information, such as contact information, corporate logo, photograph and other Plan Purchaser-specific information (“Plan Purchaser Information”).  Plan Purchaser agrees that any and all Plan Purchase Information shall be true and correct that Plan Purchaser has the legal rights and authority to provide and post this information on the Website. QBI reserves the right, at its absolute and sole discretion, to remove any Plan Purchaser Information that it determines is false, misleading, discriminatory or violates applicable laws or regulations. 

  3. Leads. QBI shall furnish to Plan Purchaser the name, contact information and QBI Data for each Lead. QBI shall ensure that all required permissions, if any, under applicable law are obtained to provide the Leads to Plan Purchaser. 

    1. Delivery of Leads. Lead data is to be delivered to Plan Purchaser via designated access at www.getqbi.com (the “Website”) or in a format and to a location as mutually agreed upon. 

    2. No Guarantees or Warranties for Leads. QBI makes no guarantees, representations, or promises to Plan Purchaser regarding the quality of the Leads, the potential value of the Leads to Plan Purchaser, the revenue that Plan Purchaser may derive from the Leads, or the likelihood or propensity of the Leads to conduct any business with Plan  Purchaser. The Leads are provided on an “as-is, where-is” basis without any express or implied warranties of any kind, including warranties of merchantability or fitness for any purpose. 

    3. No Referrals. The Parties agree that they do not intend for the Leads to be “referrals” or for QBI to “affirmatively influence” the selection of Plan Purchaser as a real estate agent. To that end, QBI shall refrain from recommending Plan Purchaser to any Leads or from otherwise referring any Leads to Plan Purchaser, including, but not limited to, identifying Plan Purchaser as a potential “match” for any prospect or as a “preferred” real estate agent or other similar designation. Likewise, Plan Purchaser shall refrain from informing any Lead, directly or indirectly, that Plan Purchaser contacted the Lead at the suggestion of QBI.

 

  1. Compensation. Plan Purchaser shall pay to QBI as set forth on the Website for the access to all Lead data generated within QBI’s platform. Payment shall be made as set forth on the Website. Lead Purchaser will pay these fees to QBI, in accordance with the terms of this Agreement, regardless of the quantity of Leads actually generated, regardless of the QBI Date associated with a given Lead, and whether or not the Lead retains Plan Purchaser for services. 

  2. Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated by written notice of either party or by Plan Purchaser ceasing to make payments as set for on the Website or under the terms of the Agreement. Upon termination, Lead Purchaser shall immediately cease to have access to Lead data. Notwithstanding any other part of this Agreement, should it be determined by a court of law, new interpretation of a court ruling, or change in regulation, that this Agreement violates any state, federal, or governmental law or regulation, this Agreement shall terminate immediately, and no further payments shall be due to QBI. Subject to the foregoing, termination by either Party shall not otherwise relieve the Parties of any obligations or liabilities incurred prior to the effective date of such termination.

  3. Other Terms and Conditions. 

    1. Representation and Warranty. Each Party has all necessary right, power and authority and has taken all necessary action to enter into and perform this Agreement and to grant the rights herein. 

    2. Relationship. The relationship between QBI and Plan Purchaser shall be that of independent contractors and neither Party shall be or represent itself to be an agent, employee, partner, or joint venture of or with the other, nor shall either Party have or represent itself to have any power or authority to act for, bind or commit the other.

    3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersede all oral or written negotiations of the Parties with respect to the subject matter hereof.

    4. Interpretation. The headings used for the provisions of this Agreement are provided for convenience only and should not be used in interpreting this Agreement where necessary. Each Party has played an equal role in drafting this Agreement and had the same opportunity to comment upon this Agreement and the Agreement should be considered the product of arms’ length negotiations between the Parties. 

    5. Execution in Counterparts. This Agreement may be signed and executed in counterparts and each counterpart will be considered an original and all of them together will be considered the same Agreement. This Agreement may be executed electronically or via facsimile.

    6. No Oral Modification. In order to change this Agreement or modify it, both QBI and Lead Purchaser must agree to such change or modification in writing.  

    7. Assignment. This Agreement shall not be assigned by any Party without the express prior written consent of the other Party, which consent may be given or withheld in the sole discretion of the Party whose consent is required hereby.

    8. Notices. All notices required or permitted by this Agreement shall be in writing and shall be given by certified mail, return receipt requested or by reputable overnight courier with package tracing capability and sent to the corporate headquarters address of the other Party or such other address that a Party may specify in writing in accordance with this paragraph.

    9. Choice of Law and Venue. This Agreement shall be subject to and construed under the laws of Nevada without reference to conflicts of law provisions thereof. Without limiting the applicability of the subparagraph (i) of this part, any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Nevada, and the Parties hereby consent to the personal jurisdiction and venue therein.

    10. Indemnification. Any Party that fails to adhere to the No Referrals provision in Paragraph 3(c) above shall indemnify, defend, and hold harmless the other Party from and against any third-party claims against one or both of the Parties arising out of conduct. 

    11. Dispute Resolution. Any Party who has a dispute that needs to be formally resolved shall first send a written notice to the other Party outlining the nature of the dispute and an executive of each company shall thereafter promptly meet to discuss the dispute and attempt in good faith to resolve it. If within thirty (30) days, the dispute cannot be resolved, the Parties hereby agree to arbitrate said dispute according to the Commercial Arbitration Rules of the American Arbitration Association. The sole and exclusive venue shall lie in Nevada. The prevailing party shall be entitled to arbitration costs, arbitrator’s fees, expert witness fees, but not attorneys’ fees.