Lead Sale Plan Agreement
This Lead Sale Plan ("Plan") Agreement (“Agreement”) is entered into between The QBI Companies (Getqbi, LLC and QBI, LLC), a California limited liability company (“QBI”) and (“Lead Purchaser”) (together, the “Parties”). This Agreement is effective as of the date of last signature below (the “Effective Date”).
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.
Lead Purchaser is a mortgage company that originates, underwrites, and funds mortgage loans using its own funds and sells some of those loans to CBC Mortgage Agency and desires to markets its products and services to potential mortgage borrowers.
In the course of its business, QBI is in a position to identify prospective borrowers who are interested in buying a home, with or without possible downpayment assistance.
The Parties desire to enter into this Agreement so that QBI can sell to Lead Purchaser the name and contact information for persons who are potentially interested in obtaining products or services from lenders in the near future (“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:
Recitals. The foregoing recitals are hereby incorporated into and made a part of the Agreement, including all defined terms referenced therein.
Leads. QBI shall furnish to Lead Purchaser the name and contact information for each Lead. QBI shall ensure that all required permissions, if any, under applicable law are obtained to provide the Leads to Lead Purchaser.
Delivery of Leads. Lead data is to be delivered to Lead Purchaser in a format and to a location as mutually agreed upon.
No Guarantees or Warranties for Leads. QBI makes no guarantees, representations, or promises to Lead Purchaser regarding the quality of the Leads, the potential value of the Leads to Lead Purchaser, the revenue that Lead Purchaser may derive from the Leads, or the likelihood or propensity of the Leads to conduct any business with Lead 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.
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 Lead Purchaser as a lender as those terms are used in the Real Estate Settlement Procedures Act, 12 U.S.C. § 2607, and its implementing regulation. To that end, QBI shall refrain from recommending Lead Purchaser to any Leads or from otherwise referring any Leads to Lead Purchaser, including, but not limited to, identifying Lead Purchaser as a potential “match” for any prospect or as a “preferred” lender or other similar designation, or by discussing its qualities. Likewise, Lead Purchaser shall refrain from informing any Lead, directly or indirectly, that Lead Purchaser contacted the Lead at the suggestion of QBI.
Compensation. Lead Purchaser shall pay to QBI as set forth on the Website for 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 during such quarterly period, regardless of the QBI score associated with a given Lead, and whether or not Lead Purchaser actually receives a mortgage loan application or extends a loan to any person included within the Lead data.
Term and Termination. This Agreement shall commence on the Effective Date and continue for one year unless terminated earlier as follows. This Agreement may be terminated by either Party upon thirty (30) days prior notice to the other Party. 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.
Other Terms and Conditions.
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.
Relationship. The relationship between QBI and Lead 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.
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.
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.
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.
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.
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.
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.
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.
Indemnification. Any Party that fails to adhere to the No Referrals provision in Paragraph 2(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.
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.
Website Banner Advertising Plan Agreement
This Website Banner Advertising Plan ("Plan") Agreement (“Agreement”) is made on the plan sign-up date (“Effective Date”), by and between The QBI Companies (Getqbi, LLC and QBI, LLC) a California limited liability company (“QBI”), and the User (“Mortgage Lender”).
QBI is 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.
Mortgage Lender is a mortgage company that originates, underwrites, and funds mortgage loans using its own funds and sells some of those loans to CBC Mortgage Agency.
A. “Advertising Fee” means the fee paid by Mortgage Lender to QBI for the Banner as set forth on the Website. Advertising Fees are payable to QBI via its Mortgage Lender’s designated web-based portal on the Website (“Mortgage Lender’s Portal”), the credentials for which will be provided to Mortgage Lender upon Execution of this Agreement.
B. “Advertising Information” means the Mortgage Lender’s company name, Directed Phone Number and, if applicable, logo, tagline, and Directed Website Address.
C. “Advertising Specifications” means specifications for the Banner as set forth on the Website or as otherwise communicated in writing by QBI to Mortgage Lender.
D. “Banner” means a digital graphic that contains the Mortgage Lender’s Advertising Information, and which conforms to the Advertising Specifications. Banner may be transmitted to QBI via Mortgage Lender’s Portal or via email to email@example.com.
E. “Designated Leads” means homebuyer prospects who have completed the QBI application (a “QBI Assessment”), delineate as a “Qualified Lead,” and are seeking to purchase a home within Mortgage Lender’s Designated Geographical Boundaries.
F. “Directed Phone Number” means a phone number that is answered by persons who are familiar with the UHOUSI Initiative () and the QBI lead generation process through the Website.
G. “Directed Website Address” means a website or landing page that is specifically designed for leads that are coming from the Website and is managed by persons who are familiar with the UHOUSI Initiative () and the QBI lead generation process through the Website.
H. “Mortgage Lender’s Designated Geographical Boundaries (aka “DGB”) means a geographical area in which the Mortgage Lender is licensed to do business and desires to receive prospective homebuyer QBI Assessments. Mortgage Lenders are designated as “National” (DGB in 10 states or more), “Statewide (within a single state), or County-Based (within a specific county.) QBI will not enter into Website Banner Agreements with more than five (5) Mortgage Lenders per designation nor display more than five (5) Banners per Designated Lead. Banner priority is given first to the lowest available DGB and then to the Effective Date of the Mortgage Lender’s Agreement.
I. “Qualified Lead” means a homebuyer prospect has completed the QBI assessment and indicated immediate readiness to purchase a home and either self-reported or authorized a credit inquiry that indicates a strong possibility of meeting other mortgage qualifying requirements. QBI does not make any representations to Mortgage Lender whatsoever as to the accuracy of information provided through the QBI assessment or the actual qualifying potential of homebuyer prospects.
J. “Website” means www.getqbi.com.
II. Promotion of Banner. In consideration for the Advertising Fee paid by Mortgage Lender, QBI agrees to place and promote Mortgage Lender’s Banner on its Website in a manner that makes it visible to all Designated Leads during the Advertising Period. Mortgage Lender DGB designation is based on the designation by Mortgage Lender upon registration.
III. Mortgage Lender Rights and Compliance. By entering into this Agreement and providing Banner to QBI, Mortgage Lender warrants and represents that it has the legal rights to the Banner and any and all intellectual property contained therein and that such information complies with all applicable laws and regulations that may apply to Mortgage Lender. Mortgage Lender is solely responsible for any legal liability arising out of or relating information contained on or through the Banner.
IV. QBI Rights and Compliance. By entering into this Agreement and displaying Mortgage Lender’s Banner on the Website, QBI warrants and represents it has full ownership and the legal rights to the intellectual property and information provided on the Website and that it will comply with all applicable laws and regulations.
V. Reports. QBI may provide Mortgage Lender with reports indicating the total number of completed QBI Assessments per month and the total number of Qualified Leads per month.
VI. Disclaimer of Warranty. QBI shall have no liability whatsoever for any claim(s) relating to any Internet user’s inability to view the Banner and any services provided on it are provided as is, without warranty of any kind, express or implied, including, but not limited to, warranties or performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. Neither QBI nor its affiliates or agents make any warranty as to the results that may be obtained under this Agreement, that display of Mortgage Lender’s Banner under this Agreement will be uninterrupted, or that display of the Banner or the ability of any Internet user to access Mortgage Lender information provided on or through the Banner will be error free.
VII. Limitation of Liability. QBI, its affiliates’, and its agents’ entire liability under this Agreement, if any, for any claim(s) for damages relating to this Agreement which are made against them, whether based in contract or tort (including negligence) shall be limited to the amount of Advertising Fee paid by Mortgage Lender relative to the calendar quarter during which the events which are the basis of the claim(s) occurred. In no event will QBI, its affiliates, or its agents be liable for any lost profits or any consequential, exemplary, incidental, indirect, or special damages arising from or in any way related to this Agreement or relating in whole or part to Mortgage Lender’s rights under this Agreement, even if advised of the possibility of such damages.
VIII. Limitations of Claims. Except for claims relating to charges, no claim, regardless of form, which in any way arises out of this Agreement, may be made, nor action based upon such claim brought, by either party more than one year after the basis for the claim becomes known to the party desiring to assert it.
IX. Term and Termination. This Agreement will become effective upon approval by Mortgage Lender and will continue in force for twelve (12) months after such approval (Initial Term). Subsequently, renewal will be automatic for successive one-year periods (Annual Terms) unless either party gives notice of non-renewal to the other party at least thirty (30) days in advance of any renewal date including the first renewal date. Notwithstanding the foregoing, Website Owner may terminate this Agreement immediately upon delivery of written notice of termination to Advertising Customer. Upon any termination of this Agreement, QBI shall, within a reasonable period of time, delete Mortgage Lender’s Banner from the Website.
X. Relationship of Parties. The Parties to this Agreement are independent and separate entities. Neither party is an agent, representative, or partner of the other party. Neither party shall have the right, power, or authority to enter into any Agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create association, joint venture, or partnership between the parties or to impose any partnership obligation or liability on either party.
XI. Assignment. Mortgage Lender may not resell, assign, or transfer any of its rights or obligations under this Agreement, in whole or in part, without QBI’s prior written consent, and any attempt to so resell, assign, or transfer will be null and void.
XII. Notices. All notices under this Agreement must be given in writing to QBI at:
The QBI Companies (Getqbi, LLC and QBI, LLC)
239 South Sierra Street
Reno, Nevada 89501
and in writing to Mortgage Lender at the address and email provided during registration.
XIII. Entire Agreement. This Agreement comprises the entire understanding between QBI and Mortgage Lender with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the subject matter of this Agreement.
XIV. General Provisions. This Agreement will be governed by, construed, and enforced under the laws of the State of Nevada and any dispute under this agreement shall be resolved in the State of Nevada. Except as provided in this Agreement, QBI may amend the terms and conditions of this Agreement upon fifteen (15) days’ prior notice. Should any provision of this Agreement be held void, invalid, unenforceable, or illegal by a court of law, the remaining provisions will remain valid and enforceable. Failure to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.