Last Modified: 12/13/2024

Zion Network LLC (referred to as “Company”) requires users of its services, including any entity executing an insertion order (“Customer”) that references these terms to accept and adhere to these terms and conditions (the “Agreement”). This Agreement governs the purchase and use of the Company’s services and is accepted by executing an insertion order that references this Agreement or by using or accessing the Company’s services. The Company may update this Agreement from time to time and the Customer will have 30 days to reject the updated terms by providing written notice to the Company. If the Customer continues to use or receive the services following such period, the updated Agreement will be deemed accepted.

Insertion Order

Services will be ordered by the Customer pursuant to executed insertion orders (each, an “Insertion Order”). Each Insertion Order will include the specific services being ordered, the associated fees, and any additional terms as applicable. Upon execution by both parties, each Insertion Order will be deemed an addendum to this Agreement and will be subject to all of the terms and conditions herein. Any one of the Customer’s subsidiaries or affiliates may also order services under this Agreement by entering into an Insertion Order signed by such subsidiary or affiliate and the Company and agreeing to be bound by the terms of this Agreement and such Insertion Order.

Leads

A “Lead” is a set of data related to a human individual interested in and authorized to purchase the Customer’s products or services. Leads may be delivered via call transfer, email, text message, API, or the Company’s Lead platforms.

Services

The Live Services and the Platform are collectively referred to as the “Services.”

Platforms

The Live Services online platform are collectively referred to as the “Platforms.”

LIVE SERVICES

Live Services

The “Live Services” are digital marketing services and sales of Leads in the form of calls, which are routed live directly to the Customer (“Live Leads”). The Customer agrees to receive Live Leads 24 hours a day, 365 days a year, unless otherwise agreed in writing. The Customer will have access to review call recordings and Leads on the Live Services online platform. The Customer may pause its account through the Live Services online platform; however, the Customer will not pause its account for more than 7 days in any 30-day period without prior written approval from the Company.

Valid Live Leads

Live Leads will be Valid Live Leads when the caller has authority to authorize work to be done on the property and is seeking services or a free estimate for service in the Customer’s identified service area. If the Live Lead is outside of the Customer’s identified service area and the Customer nonetheless provides services or a free estimate, such Live Lead will be a Valid Live Lead. The Customer will receive text notifications of Live Leads that had 4 or more rings or received a busy signal (“Unanswered Calls”). “Abandoned Calls” are Live Leads that are abandoned during an automated phone system, including, but not limited to, interactive voice recordings and voicemails. Unanswered Calls and Abandoned Calls are Valid Live Leads. The Customer will not represent itself as any other company or refer Live Leads to another company; any such referred Live Leads are deemed Valid Live Leads. In case of a valid dispute, credits for any non-billable leads will be applied to next biling cycle.

Billable Lead: Any Lead that occurs when a caller is seeking a service that your Service Category typically provides. Typically refers to services that the average competitor would provide. Unanswered phone calls are billable. If any contact information is exchanged it is billable. Price Shoppers. Call Drops / Hangups. Caller books service with a competitor after reaching you. Cannot agree on pricing. Caller cancels their Appointment.

Non-Billable Lead: Phone Call Leads that had no service need from your company. Caller is located outside of your service area. Caller is a previous customer. The caller is Spam, a Robocall, or is clearly identifiable as a Wrong Number. The caller is seeking employment. The caller is soliciting.

Cost Per Lead

Your Cost Per Lead (CPL) is the amount you agree to pay for each Billable Lead generated by your Campaigns. The initial CPL is set at the time of contract execution and can be changed from time to time. The Company will notify the Customer of any changes in CPL atleast 5 days prior changes.

Payment Method

Customers are required provide a credit card as the primary payment method in accordance with the terms of this Agreement. The Customer’s payment method will be charged Fees for Valid Live Leads for each Billing Cycle on the Thursday after the close of such Billing Cycle or when the Customer has accrued a balance due to the Company of $250, whichever comes first.

Live Lead Disputes

The Customer has 3 days to dispute any Valid Live Leads. The Company will review any Lead disputed by the Customer and will make a determination in its sole discretion as to whether the disputed Lead is a Valid Live Lead. Call recordings are maintained for 90 days. If the Company provides a credit to the Customer for any Live Lead, the Customer will not use such Live Lead data in any way, including any sale or transfer to a third party.

Payment and Taxes

Fees

Setup fees and service fees are set forth in the applicable Insertion Order. Customers must provide and maintain current payment information and authorize charges for Fees.

Taxes

Fees do not include any taxes. Customers are responsible for paying all applicable taxes.

Intellectual Property

Company IP

The Company’s intellectual property, including without limitation the Services, its trademarks, copyrights, and excluding any Customer IP contained therein, is and will remain the exclusive property of the Company.

Aggregated Data

The Company may aggregate data from the Services and use it for analysis and improvement, provided it does not identify the Customer.

Term and Termination

Term

This Agreement begins on the Effective Date and continues until terminated by either party in accordance with its terms.

Termination

Either party may terminate for any reason with five days’ written notice. Upon termination, the Customer must cease using the Services and return or destroy all Confidential Information.

Confidential Information

Both parties agree to protect each other’s Confidential Information and use it only as necessary to perform obligations under this Agreement.

Representations and Warranties

The Customer represents and warrants compliance with all applicable laws.

Disclaimers and Limitation of Liability

The Services are provided as-is. The Company’s liability is limited to the amount paid by the Customer in the three months preceding the claim.

Miscellaneous

This Agreement is governed by the laws of California. Notices must be in writing and sent to the appropriate party. Neither party may assign this Agreement without consent.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Counterparts, amendments, and precedence terms are as described in the Agreement.