Terms of Service

Terms of Service for Leads Marketing Services

THESE TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL, BINDING AGREEMENT BETWEEN BATON LEADS, INC, 138 E 12300 S Unit 660, DRAPER, UT 84020, A LEADS AND MARKETING SERVICES PROVIDER (“WE” OR “BATON”), AND YOU, THE PURCHASER AND/OR SELLER OF MARKETING LEADS OR SERVICES FROM OR THROUGH US OR THIS WEBSITE (“YOU” OR “PURCHASER” OR “SELLER” AS THE CASE MAY BE). ACCEPTANCE OF THESE TERMS IS A CONDITION TO YOUR USE OF THIS WEBSITE AND ANY LEADS, AND TO OUR PROVISION OF THE LEADS AND MARKETING SERVICES TO YOU. YOU ACCEPT THESE TERMS BY CLICKING “ACCEPT” OR SIMILAR BUTTON BELOW, WHICH WILL CONSTITUTE YOUR ELECTRONIC SIGNATURE ON THESE TERMS. YOU AGREE THAT EACH INTERACTION BETWEEN YOU AND THIS WEBSITE, AND EACH REQUEST FOR, DELIVERY OF, OR SALE OF LEADS OR OTHER MARKETING SERVICES IS SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO ANY OR ALL OF THESE TERMS YOU MAY NOT USE OUR SERVICES OR ACQUIRE LEADS OR SERVICES FROM US AND SHOULD NOT ACCESS THIS WEBSITE. THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION.

This section applies when you request Leads as a Purchaser, in which case we may deliver data to you about different Leads that have been provided by Baton, by one of Baton’s marketing partners, or by another service company.

As most Leads will be sourced from other companies in the network, a Lead will include information that has been collected by Baton or the Seller. The amount and quality of information available in each Lead will vary as a result of Leads coming from a variety of sources, most often other service companies. Lead details may include:

Leads will be delivered to you via accessible medium such as email, text, call, or integration, as well as being made available through the Baton portal. ****BATON MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUANTITY, SUFFICIENCY OR QUALITY OF LEADS THAT IT PROVIDES TO YOU. See “Lead Validity” below for information on what constitutes a billable Lead.

For companies paying on a Per Referral, Per Lead, Per Call or other non-performance based plan, a Lead is billable when it represents a good-faith opportunity to pitch services to an interested, qualified consumer.

A Lead may be rejected by the Purchaser for a credit within forty-five (45) days of receipt if determined that the Lead does not fit the definition above. Reasons may include:

● Seller didn’t have a conversation with the Lead and Purchaser had no way to contact them. For example, Purchaser received a message lead where the Lead’s email is invalid or a phone Lead with no caller ID;

● the individual who is listed in the Lead is under 18 years of age;

● the Lead never agreed to be contacted, meaning the Lead was wrongfully submitted by the Seller;

● the Lead is outside of the geography or not for the service expressly requested by Purchaser in the applicable profile;

● the Lead is a duplicate of another Lead Baton has provided for the same requested services that are generated by the same individual who is listed in the Lead (i.e., the Lead consists of the same name, phone number and email address); or

● the Lead is not a valid customer (for example: wrong number, sales call or other solicitation, spam, or bot).

● the Lead was shared by Baton or one of the Sellers across multiple companies at the same time when the Lead was supposed to be exclusive

There may be other good reasons to reject a Lead for credit, and more information can be found in the Baton Help Center. All rejections are subject to review by Baton and its staff. Purchasers may submit leads for rejection from within the Baton portal under the “My Referrals” section. Successfully rejected leads result in a credit for the Purchaser and a chargeback to the Seller for the amounts previously charged or credited.

Baton will assign Purchaser a unique tracking phone number that will be sent to customers to whom Purchaser is referred, which will then forward calls to the Purchaser’s correct line. Baton reserves the right to monitor and record calls for quality assurance and training purposes.

Given that Baton is a network of companies, it is extremely important that all companies feel that they are working with the spirit of collaboration within Baton. To maintain this spirit, we kindly request that you make reasonable efforts to avoid soliciting the existing business that a customer referred to you may have with their other company if you also provide that service. For example, if you are a wildlife company and a pest control company refers an existing customer to you for a wildlife job, it would reflect poorly on you within the network if you were to actively solicit the client’s pest control business that they have with the company that referred you.

Within your Baton account exists a “Pledge to Protect” option where you signal your willingness to respect this expectation. If you are unable or unwilling to honor it, you can select “no” and Baton will discourage companies from sending their existing customers your way. This is not uncommon for companies to do and is perfectly acceptable. Baton reserves the right to adjust your profile or remove you from the network entirely if you are actively soliciting the business of other companies from the referrals they send you.

This section applies to you if you refer Leads as a Seller, and by doing so you agree to deliver to us data collected from your customer interactions where the Lead has consented to be connected with another service provider according to the guidelines below. Baton will put any such Leads in touch with other service providers. You agree that Baton is providing its services at your request and is acting as an independent contractor on your behalf. In the event that Baton contacts any Leads, such action is taken on your behalf.

You may deliver Lead information to Baton through any acceptable medium so long as it has been approved by Baton. Common mediums include:

Please refer to the “Purchase of Leads” section above for the type of information that is needed when submitting referrals. Leads must be a good-faith opportunity to contact a potential customer and pitch relevant services.

Billing, Pricing, and Payout structure may vary from company-to-company based on Partner type and other preferences. Your partner type, billing preferences, and other details will be made available within your Baton account.

Pay Structure. Companies in the Baton network generally determine their own prices that they are willing to pay for Leads. Some pay by Performance (i.e. Per Sale or Commission basis), others by Opportunity (i.e. Per Referral, Per Lead, Per Call, etc.), and others not at all.

Payment Amounts. As a Purchaser, you will be charged a cost per lead for each referral received according to the arrangement you’ve established with Baton. As a Seller, you will be credited a portion the referral fees paid by the companies receiving your Leads. Fees and credits may vary from between Leads depending on the service requested, demand for leads, and other factors. Pricing is as stated in your account on the Baton portal. For questions regarding pricing logistics and strategy, please consult your account manager.

Charges and Credits. Fees accrue and are due upon your receipt of the Leads you purchase. Credits will be posted to your account on the day the leads you provide are matched to a partner company, and credits will be automatically applied against charges relating to lead purchases made by you.

Card on File. You agree to provide us current and valid credit card information (type, name, number, expiration date, etc.) and hereby authorize us (directly or through our agents) to charge the credit card you have provided in the amount of all or part of the fees payable for the leads purchased plus any taxes we may be required to collect. Fees will first be credited against existing credit balances/accounts, and then will be charged to the card on file if insufficient credits are in the account.

Preloading Balance. With your consent, we may request to preload your account balance ahead of sending you Leads.

Payouts and Rolling Credits Forward. If accrued credits exceed accrued charges during a billing cycle, leftover credits will be rolled forward and applied to future charges. If you happen to generate more lead credits over time than lead charges, you may request to “cash-out” no more than once every thirty days. At that point you will be sent a check for the credit balance in your account within thirty days.

Taxes. Where dictated by applicable tax law, we may request tax identifier information for your company when sending sizeable payments to you as compensation for the sale of Leads. We may also send

Timing and Budget. You may be assigned a set billing threshold and billing period, both of which will be made visible in your Baton account. You may also determine a monthly budget for Leads purchased from Baton, net of credits earned by selling Leads.

Pay by Performance. For companies paying on a performance-based plan (i.e. Pay Per Sale, Commission Basis, etc.), Baton and the other partner companies expect prompt feedback on the status of Leads to determine whether they are billable. Your promptness, average price paid per lead, and other factors may determine your standing in the network, and will result in greater or fewer Leads sent to you as a result. Failure to report on Lead status or pay for Leads owed may result in removal from the network.

Refund policy. Purchases of leads are not cancellable, and fees paid are not refundable. Charges and credits associated with Leads later deemed invalid will be refunded or charged-back to your account. You are not authorized to use any Leads that are not paid for.

Future Updates. Baton reserves the right to change or modify its billing processes at any time by sending notice to you via email, phone, or other reliable medium.

Leads and related marketing services are provided on a non-exclusive basis for a specific type of product or service for which the original service provider submitted the online form on their customer’s behalf (“the specific vertical”), such as for example, pest control, lawn care, termite control, etc. You are authorized to use the leads and our services provided by us solely for your internal marketing purposes of proposing only your products and services in the specific vertical to the consumer. You may not use the lead or services for purposes of marketing or offering products and services other than those that the consumer has specifically inquired about, or of third parties.

Leads and services both received from and submitted to Baton are confidential information of Baton. YOU AGREE NOT TO SHARE WITH OTHERS, LICENSE, RESELL, DISTRIBUTE OR OTHERWISE DISCLOSE ANY OR ALL OF THE LEADS OR SERVICES OR THE INFORMATION CONTAINED IN THEM, ALONE OR AS PART OF A LIST OR ANY OTHER DATA OR LEAD AGGREGATION, TO ANY THIRD PARTY FOR ANY PURPOSE, EXCEPT ONLY TO AN ENTITY ENGAGED BY YOU AS A CONTRACTOR FOR THE SOLE PURPOSE OF ASSISTING YOU IN CONNECTION WITH THE AUTHORIZED USE OF THE LEADS BY YOU.

You also agree to only provide exclusive Leads to Baton, meaning that the customer data will not be submitted to any other company or entity with the purpose of contacting the customer regarding future services. YOU AGREE TO NOT SUBMIT A LEAD TO BOTH BATON AND ANOTHER LEAD MATCHING SERVICE OF ANY KIND.

As a Purchaser, it is your sole responsibility to familiarize yourself with all laws and regulations applicable to the receipt, use, storage and safeguarding of data that identifies Leads that we provide you, and to comply with them. You agree to maintain commercially reasonable physical, electronic and procedural controls and safeguards to protect any such consumer information received from Baton, and to protect such data from unauthorized use or disclosure, including the maintenance of appropriate safeguards to restrict access to the Lead’s consumer data, and to use such data solely to carry out the purposes for which the information was disclosed.

As a Seller, you acknowledge it is your sole responsibility to gather verbal or written consent from your customers regarding the delivery of their information to another service provider, except when Baton takes calls on your behalf, prior to submitting their information to Baton. You also acknowledge It is your responsibility to fulfill requests from data subjects or consumers seeking to exercise their rights under applicable law. We will assist you with these requests as we are reasonably able and as required under applicable law. We acknowledge that it is our responsibility to facilitate requests from data subjects or consumers seeking to opt out of the sale of their data. You will assist us with these requests as you are reasonably able and as required under applicable law.

As a Seller, you acknowledge that you understand that we will be contacting each Lead to put them in touch with the lead purchaser on your behalf. Except when Baton is taking calls on your behalf, it is your sole responsibility, based on current legal requirements, to obtain the consumer’s prior express written or verbal consent, as required by the TCPA, to be contacted by automatic telephone dialing or texting systems on their mobile phones, and to maintain and provide to Baton when reasonably requested any records of consents obtained, as well as examples of the consent language and mechanism used to obtain such consent. It is your sole responsibility to determine whether the consents you obtain are legally sufficient under applicable laws and regulations, including the TCPA, and comply with your internal marketing policies. You agree and acknowledge that Baton is acting on your behalf and behest to reach out to Leads that you provide, and that Baton is not responsible in any way for obtaining any consents required for Baton to contact the Lead with information relating to the purchaser of the Lead.

As a Purchaser, with respect to each purchase or receipt of leads or services from Baton, you agree and warrant that:

● the use of the leads and services and any calls and other interactions with and information provided to consumers resulting from the leads and your use of Baton’s services will comply with all applicable federal, state and local laws, statutes, rules and regulations, including without limitation, the Communications Act of 1934, as amended, the Telephone Consumer Protection Act (“TCPA”), the Children’s Online Privacy Protection Act (“COPPA”), any applicable data privacy legislation and rules, any regulations issued or enforced by Federal Communications Commission, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission’s Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and other federal and state laws and regulations governing the marketing, promotion, and/or sales of goods or services, including general consumer protection laws and regulations, or other consumer protection laws that prohibit unfair, deceptive, or misleading acts or practices;

● without limiting the generality of subsection (a) above, you will not make any calls to any individual listed on any federal or state national Do-Not-Call (DNC) registry unless an exemption applies;

● you will not use any Lead information for purposes of determining a person’s eligibility for insurance, credit, employment or otherwise in any manner that violates the Fair Credit Reporting Act;

● you have obtained any and all required licenses, permits, and other authorizations required by any law, regulation, or government or regulatory authority to conduct your business as presently conducted, including offering and selling the products and services that are the subject of the lead;

● you have disclosed the existence of any federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations, and you further represent and warrant that if you become involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, you will immediately provide notice to Baton of such action, investigation, complaint or other proceeding; and

● you will ensure that your employees, contractors and agents comply with the foregoing.

As a Seller, with respect to each delivery of leads or services to Baton, you agree and warrant that:

● you have obtained any and all required licenses, permits, and other authorizations required by any law, regulation, or government or regulatory authority to conduct your business as presently conducted, including offering and selling the products and services that are the subject of the Lead;

● you have disclosed the existence of any federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations, and you further represent and warrant that if you become involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, you will immediately provide notice to Baton of such action, investigation, complaint or other proceeding;

● you will ensure that your employees, contractors and agents comply with the foregoing;

● you own or have the right to sell the data contained within each Lead, and that such act does not violate any contractual obligations or other rights of the party identified in the Lead; and

● you will comply with applicable data privacy legislation and rules, including but not limited to obtaining proper consent for the sale of personal information as required for delivering Leads.

THE LEADS, MARKETING SERVICES AND THIS WEBSITE ARE PROVIDED “AS IS”, “WHERE IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER, AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH THE LAWS, NON-INFRINGEMENT, TITLE, OR BASED ON COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE INFORMATION PROVIDED BY THE CONSUMER OR PARTNER COMPANY IS ACCURATE OR COMPLETE, OR THE RESULTS TO BE ACHIEVED FROM THE LEADS, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES.

YOU UNDERSTAND AND ACCEPT THAT LEADS AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED OR VALIDATED BY US AND ARE NOT GUARANTEED TO BE ACCURATE OR ERROR-FREE AND ALL RISKS OF CONDITION, USE, QUALITY, DESIGN, OR FITNESS ARE YOURS.

You agree to indemnify, defend and hold harmless Baton and its members, directors, officers and affiliates, successors and assigns from and against any liabilities, damages, costs and expenses (including reasonable attorney’s fees) resulting from a third party claim or investigation relating to or arising from your, your affiliates’, or your or their employees’, contractors’ or agents’ activities with respect to the delivery of any Leads to Baton as a Seller, the sharing of any Leads by Baton with you as a Purchaser, contacting any Leads by Baton as part of the Services provided hereunder, or the possession, disclosure or use thereof, including without limitation, the delivery of any consumer contact or information in connection therewith, or any breach of the warranties you made above, including your warranty of compliance with TCPA, any breach of these terms, or any other restrictions on or regulations governing the use of the leads, or Baton’s contacting them. This obligation survives the termination of these Terms..

AS A CONDITION TO THE PROVISION OF THE LEADS AND OTHER MARKETING SERVICES, WE BOTH AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, BATON WILL NOT BE LIABLE TO YOU, YOUR AFFILIATES OR RESPECTIVE CONTRACTORS OR AGENTS OR ANY THIRD PARTY, REGARDLESS OF THE CAUSE OR ACTION, FOR: (i) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR RELIANCE DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH THE LEADS OR OTHER MARKETING SERVICES, ANY INFORMATION WE PROVIDE TO YOU IN CONNECTION THEREWITH, THESE TERMS OR ANY MATTERS RELATING THERETO, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, BUSINESS OPPORTUNITY OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY DAMAGES OF ANY TYPE, IN THE AGGREGATE AT ANY TIME, IN EXCESS OF THE AMOUNT PAID BY YOU TO US FOR LEADS UNDER THESE TERMS IN THE MOST RECENT THREE (3) MONTH PERIOD. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY HEREIN SHALL APPLY EQUALLY FOR THE BENEFIT OF BATON’S SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WHEN ACTING IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS.

YOU ACKNOWLEDGE THAT BATON WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.

You or we may terminate our relationship at any time by discontinuing the provision or purchase of leads after at least 30 days notice, allowing ample time to find new partners or adjust processes. These terms survive termination for any reason, and continue to apply indefinitely to any leads purchased or received hereunder and all matters relating to such leads or their use, including without limitation the use restrictions, warranties, indemnification, limitation of liability and mandatory arbitration provided herein.

These terms are governed by the laws of the State of Delaware. You and we agree to resolve any disputes relating to these terms, the leads or other marketing services exclusively by binding arbitration, before a single arbitrator, pursuant to the rules of the American Arbitration Association. The seat of the arbitration will be the jurisdiction where the party in the position of defendant is domiciled. The arbitrator shall be selected pursuant to the AAA rules, or otherwise as mutually agreeable to both parties. To begin the arbitration process, a party must make a written demand therefore. The decision of the arbitrator may be enforced in any court of competent jurisdiction.

We do not endorse or recommend the products or services of any particular third party. Baton is not a licensed home or personal service provider, does not offer any home or personal services-related products or services, and has no responsibility for any products or services you may purchase or obtain from the third parties who receive your information. That is a contract or transaction solely between you and them. The third party determines what products and services you may qualify for and the terms of any arrangements between you and them, and makes all decisions relating to their products and services. Further, there is no guarantee that, by submitting your information, you will be contacted by one or more third parties regarding the subject of your inquiry.

We are an independent contractor, and you and we are not by this agreement in a relationship of joint venturers, partners or agency, and neither party has the power to obligate or bind the other in any manner whatsoever. If any provision of this agreement is determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions of this agreement shall not in any way be affected or impaired thereby and this agreement shall nevertheless be binding between the parties, and such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of the agreement shall remain in full force and effect.

You may not assign or transfer the Leads or these terms, without Baton’s prior written consent, and any attempted assignment or transfer without such consent shall be null and void.

Baton may at any time amend these terms in their entirety with notice to you via phone, email, or other reliable medium.