Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Lead Vista LLC, a Delaware limited liability company ("Lead Vista", "we", "us"). They apply when you access this website, when you submit an enquiry to us, and when you buy or supply records through our marketplace.

By using the site or the marketplace you accept these Terms. If you do not accept them, do not use the site or the marketplace.

If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" means that entity.

• Record (or "lead") — a consumer enquiry submitted to the marketplace, together with the contact details, the qualifying attributes, and the consent evidence attached to it.
• Buyer — a participant that purchases Records, typically a licensed insurance carrier, agency, or producer.
• Partner — a participant that originates and supplies Records, sometimes called a publisher or affiliate.
• Participant — a Buyer or a Partner.
• Consumer — the individual who submitted the enquiry described by a Record.
• Campaign — a Buyer's configured filters, caps, delivery endpoint, and bid.
• Order — an insertion order, statement of work, or other document executed by both parties setting commercial terms.
• Marketplace — the routing, delivery, reconciliation, and reporting services we provide.

The Marketplace is offered for business use only. It is not a consumer service, and it is not offered to individuals acting for personal, family, or household purposes. To use it you must be at least 18 years old, acting in the course of a business, and legally able to enter into contracts.

A Buyer must hold, and maintain, every insurance licence, appointment, and registration required for the products it sells and the states in which it operates. We may require evidence of licensing before activating a Campaign and at any time afterwards.

Account security

You are responsible for the accuracy of your account information, for every activity that occurs under your credentials or API keys, and for keeping those credentials confidential. Notify us at security@leadvista.com immediately if you suspect unauthorised access. We may suspend credentials we believe are compromised.

Lead Vista is not an insurance company, agency, producer, or broker, and is not a party to any insurance transaction between a Consumer and a Buyer. We provide routing technology and marketplace services only.

We do not endorse, vet the suitability of, or accept responsibility for any Participant, and we are not the agent of either side of the trade. Each Participant deals with the other, and with Consumers, on its own account and under its own licences.

Any insurance product a Consumer ultimately purchases is sold by a licensed Buyer under that Buyer’s own licence and its own terms. We do not underwrite risk, issue policies, bind coverage, set or collect premiums, or adjust claims.

Campaigns and delivery

You configure your own filters, volume caps, schedule, bid, and delivery endpoint. You are responsible for the accuracy of that configuration. A Record that matches your filters is a conforming Record, even if you would not have wanted it, and is billable.

We deliver Records to the endpoint you specify. If your endpoint is unavailable, rejects a delivery, or times out, we will retry on a reasonable schedule; we are not liable for volume lost to an endpoint you control being unavailable.

Exclusivity

Records are non-exclusive unless your Order says otherwise. A non-exclusive Record may be sold to more than one Buyer.

Returns and credits

You may submit a Record for return, with a reason code, within 5 business days of delivery. Accepted return reasons are limited to those published in the returns policy in effect at the time — typically a disconnected or wrong number, a Record outside your stated geography, a duplicate already billed, or a Record that does not match the filters you configured.

A return that we accept is settled as a credit against your account. We do not accept returns based on a Consumer declining to buy, failure to reach a Consumer after contact attempts, or a Record that converted less well than you expected. We may decline returns from an account whose return rate is materially out of line with the marketplace, and we may audit return submissions.

Use of Records

You may use a Record you have purchased only to contact that Consumer about the insurance products for which the Consumer enquired, in accordance with the consent evidence delivered with it and with all applicable law. You may not resell, syndicate, rent, share, or otherwise transfer a Record to a third party, and you may not use a Record to build, enrich, or license a marketing list, except as an Order expressly permits.

Fees and payment

Records are billable on delivery at the bid in effect when the Record was routed. Unless your Order says otherwise, invoices are payable within 15 days of the invoice date in US dollars. Prepaid accounts are debited on delivery.

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you are responsible for reasonable costs of collection. We may suspend delivery on an account that is past due. Fees are exclusive of taxes; you are responsible for all taxes other than those on our net income. Amounts paid are non-refundable except as an accepted return credit.

Invoices are deemed accepted unless you dispute them in writing within 30 days of the invoice date, identifying the specific Records and the basis for the dispute.

Consent and provenance

You may submit a Record only where the Consumer knowingly provided their information and gave prior express written consent, in a form that satisfies applicable law, to be contacted by the Buyers to whom the Record may be routed.

With every Record you must transmit accurate provenance and consent evidence: the exact disclosure language shown to the Consumer, the URL of the page on which it was shown, the timestamp, the originating IP address, and any consent-certification token you captured. You must retain the underlying evidence for at least five years, or longer where law requires it, and provide it to us within two business days of a request, including where we are responding to a Consumer complaint, a Buyer dispute, or a regulator.

Prohibited traffic

You must not submit, and must not permit any downstream source to submit, Records that are:

• fabricated, incentivised, co-registered, or generated by a bot, script, or click farm;
• obtained from a purchased, rented, scraped, or third-party list, or otherwise without a direct enquiry from the Consumer;
• generated through unsolicited calls, texts, or email that do not comply with the TCPA, the Telemarketing Sales Rule, CAN-SPAM, and applicable state law;
• generated using our name, our marks, a Buyer's name or marks, or any carrier or government affiliation, without written permission;
• generated through misleading claims about rates, savings, coverage, eligibility, government programmes, or the identity of the party the Consumer is dealing with;
• generated from a source you have not disclosed to us, or through a sub-affiliate we have not approved in writing;
• collected from a person you know or should know is under 18, or is a resident of a jurisdiction where the campaign is not permitted.

You remain fully responsible for the conduct of every downstream source you use, as if it were your own.

Payouts, adjustments, and audit

Unless your Order says otherwise, payouts are calculated on accepted Records and paid within 30 days of the end of the month in which the Record was accepted, subject to any minimum payout threshold. Payouts are net of returns, duplicates, chargebacks, and any Records later found to be non-compliant.

We may withhold, offset, or reverse a payout where we reasonably believe a Record breached this section, and we may hold a reserve against anticipated returns. We may audit your traffic sources, disclosures, and consent records on reasonable notice, and you will cooperate.

We may suspend or terminate a Partner immediately, without payout for the affected Records, for a breach of the consent or prohibited-traffic requirements above.

Each Participant is independently responsible for its own compliance with all laws applicable to it, including as relevant:

• the Telephone Consumer Protection Act and its implementing rules, including consent, revocation, calling-time, and identification requirements;
• the FTC Telemarketing Sales Rule and the FCC and state do-not-call registries;
• the Gramm-Leach-Bliley Act and its Safeguards and Privacy Rules;
• the CAN-SPAM Act and applicable text-messaging rules and carrier requirements;
• the Fair Credit Reporting Act, where a Record is used with consumer report information;
• state insurance producer-licensing, advertising, rebating, and unfair-trade-practice laws;
• US state privacy laws, including any obligations arising from the sale or sharing of personal information; and
• federal and state prohibitions on unfair or deceptive acts and practices.

The controls we describe on this site are quality controls applied to the marketplace. They are not a compliance opinion, a safe harbour, or a substitute for your own programme. Nothing we do transfers your legal obligations to us.

Each party will comply with applicable data protection law in respect of personal information exchanged through the Marketplace, and will implement and maintain reasonable administrative, technical, and physical safeguards appropriate to it. Where an Order incorporates a data processing addendum, that addendum governs the processing of personal information.

You must not:

• access the site or API by any automated means other than a documented integration, or exceed a published rate limit;
• scrape, crawl, harvest, or index the site or its data, or attempt to reconstruct any dataset from it;
• probe, scan, or test the vulnerability of our systems, or breach or circumvent any security or authentication measure, other than under a written authorisation from us;
• reverse engineer, decompile, or attempt to derive the source code of any part of the service, except to the extent that restriction is unenforceable by law;
• introduce malware, or interfere with or place undue load on the service or on any other user's use of it;
• misrepresent your identity or affiliation, or impersonate any person or entity; or
• use the service in violation of any law, or in a way that exposes us to regulatory or reputational risk.

We may investigate suspected breaches and may suspend access immediately where we reasonably believe the service, our data, or a Consumer is at risk.

If you believe you have found a security vulnerability, report it to security@leadvista.com and give us a reasonable opportunity to remediate before disclosing it.

The site, the Marketplace, our software, documentation, reporting, and the Lead Vista name, logo, and design are owned by us or our licensors and are protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the site and the Marketplace for the business purpose described in these Terms and in your Order. No other right is granted, expressly or by implication.

You may not use our name or marks in advertising, in a press release, or as a customer reference without our prior written consent. We may not use yours without yours.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you. We may also compile and use aggregated, de-identified data derived from Marketplace activity to operate, secure, benchmark, and improve the service, provided it does not identify you or any Consumer.

Each party may receive non-public information of the other, including pricing, bids, filters, volumes, traffic sources, reporting, and technical information. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to its personnel and advisers who need it and are bound to equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was already known without duty of confidence, is independently developed, or is lawfully received from a third party. A party may disclose where compelled by law or regulator, giving reasonable prior notice where permitted.

These Terms apply from your first use and continue until terminated. Either party may terminate marketplace participation on 30 days' written notice, or immediately for the other party's material breach that is not cured within 10 days of notice.

We may suspend or terminate your access immediately, without notice, where we reasonably believe you have breached the consent, prohibited-traffic, acceptable-use, or compliance provisions above, where required by law or a regulator, or where continued access presents a risk to Consumers, to other Participants, or to us.

On termination: your right to access the Marketplace ends; fees accrued before termination remain payable; payouts earned on accepted Records remain payable subject to offset for returns and non-compliant Records; and the sections on use of Records, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution survive.

THE SITE AND THE MARKETPLACE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting that, we do not warrant that: the service will be uninterrupted, timely, secure, or error-free; any volume, match rate, conversion rate, return rate, or commercial result will be achieved; any Record is accurate, current, reachable, or contactable under law; or that any Participant will perform its obligations. Consent evidence, duplicate filtering, and validity checks are applied on a commercially reasonable basis and are not a guarantee.

Some jurisdictions do not allow the exclusion of implied warranties, so some of these exclusions may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST OR CORRUPTED DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE MARKETPLACE WILL NOT EXCEED THE AMOUNTS YOU PAID TO US, OR THAT WE PAID TO YOU, IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO SUCH AMOUNTS WERE PAID, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS.

These limits do not apply to a party's indemnification obligations, to a breach of confidentiality, to a Participant's breach of the consent or prohibited-traffic obligations, or to liability that cannot be limited by law. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

These limits reflect an agreed allocation of risk and are a fundamental basis of the bargain between us. They apply even if a limited remedy fails of its essential purpose.

You will defend, indemnify, and hold harmless Lead Vista LLC and its officers, directors, employees, and agents from and against any third-party claim, demand, proceeding, regulatory action, fine, loss, liability, and reasonable legal fee arising out of or relating to:

1. 01your use of the site, the Marketplace, or any Record;
2. 02your breach of these Terms, of an Order, or of any representation you made to us;
3. 03your contact with any Consumer, including any claim under the TCPA, the Telemarketing Sales Rule, a state telemarketing or do-not-call law, or a state unfair-trade-practice law;
4. 04for a Partner, the provenance, accuracy, and consent status of any Record you submitted, and the acts of any downstream source you used; and
5. 05your violation of any law or of the rights of any third party.

We will notify you of the claim, give you control of the defence (except that we may participate with our own counsel at our expense), and cooperate reasonably. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

Informal resolution first

Before starting a proceeding, the complaining party must send a written notice describing the dispute and the relief sought to legal@leadvista.com or to the address below. The parties will attempt in good faith to resolve it for 30 days.

Binding arbitration

Any dispute not resolved informally will be settled by final and binding arbitration administered by JAMS under its commercial rules, before a single arbitrator, seated in Wilmington, Delaware, in English. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. Judgment on the award may be entered in any court of competent jurisdiction.

Claims must be brought in an individual capacity only. Neither party may bring a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — will be severed and heard in court.

Exceptions and forum

Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to that venue.

Any claim must be brought within one year after it arose, or it is permanently barred, to the extent permitted by law.

We may update these Terms. The "Last updated" date at the top reflects the current version. Where a change is material we will give reasonable advance notice, by email to your account contact or by a notice on the site, before it takes effect.

Continuing to use the site or the Marketplace after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the service and contact us to close your account.

These Terms, together with the Privacy Policy and any Order, are the entire agreement between us on this subject and supersede any prior understanding. Where an executed Order conflicts with these Terms, the Order controls for that engagement, and pre-printed terms on a purchase order or similar document have no effect.

• Assignment — you may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.
• Independent contractors — nothing here creates a partnership, joint venture, agency, employment, or fiduciary relationship.
• No third-party beneficiaries — except for the indemnified parties named above.
• Severability — if a provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
• No waiver — a failure to enforce a provision is not a waiver of it.
• Force majeure — neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Notices — to you at your account email; to us at legal@leadvista.com with a copy by post to the address below.
• Export and sanctions — you represent that you are not located in, or acting for anyone in, a sanctioned jurisdiction or on a restricted-party list.

Questions about these Terms go to legal@leadvista.com. General enquiries go to hello@leadvista.com.

• Lead Vista LLC
• 200 Continental Drive, Suite 401
• Newark, DE 19713
• United States