Marketing Agreement
This Marketing Agreement (the “Agreement”) sets forth the agreement between ___________________________ (the “Firm”), and Legal Growth Marketing, Inc. (“Company”) pursuant to which the Company will provide marketing services to the Firm and handle intake administrative services for the Firm, under the Firm’s written criteria and supervision, to assess potential claimant eligibility for certain legal claims. This Agreement supersedes and replaces any and all prior agreements between the Company and the Firm regarding the topics discussed herein.
1. Marketing Services: The Company shall utilize its marketing efforts, which may include lead generation and outbound telemarketing, to respond to potential clients on behalf of the Firm pursuant to the Qualification Standards, as discussed below and as set forth an in applicable Insertion Order. Marketing and advertising services may include, but are not limited to: Social Media, Pay-Per-Click, Display, Digital Audio, Digital Video, Radio and Television. Marketing efforts will typically drive inbound and responsive outbound telephone calls that the Company will administer on the Firm’s behalf.
2. Administrative Services: The Company shall serve as the Firm’s administrative agent in performing certain intake services as directed by, and under the supervision of, the Firm. Specifically, the Firm will provide scripts and preliminary qualification questions for each legal claim. The Firm may provide the Company with a fee agreement or similar documentation to be provided to a potential client, which the Firm expressly authorizes the Company to provide to a potential client on the Firm’s behalf. The potential client may then decide to execute any such documentation and return it to the Company for delivery to the Firm. No attorney-client relationship is established until accepted by the Firm, as the Company cannot enter into fee agreements or other representation with potential clients. A potential client for whom the Company provides Firm-specified documents to the Firm shall be deemed a “Potential Client.”
3. Compliance with Legal and Ethical Obligations: The Company agrees to provide Marketing and Administrative Services as set forth in this Agreement and at the direction of the Firm. While the Company commits to provide these services consistent with the American Bar Association’s Model Rules of Professional Conduct and Commentary, particularly Rule 7.2 and its Comment 5 thereto, the Firm is ultimately responsible for ensuring that the terms of this Agreement and the Firm’s direction and supervision of the Marketing and Administrative Services comply with applicable attorney ethics rules, rules of professional conduct, and all other laws and regulations.
4. Qualifications: The Company will utilize scripts and qualification criteria provided by the Firm or subject to the Firm’s right to review and approve as specified on an applicable Insertion Order or otherwise (“Qualification Standards”). The Firm acknowledges that qualifying information is self-reported by individuals, and the Company makes no representation or warranty regarding the truth or accuracy of information provided by individuals.
5. Firm’s Use of Potential Client Information: The Firm represents and warrants that the Firm is authorized to practice law in the jurisdictions where any legal claims are located and that the Firm’s attorneys are in good standing in all jurisdictions where admitted to practice law. The Firm agrees that it will use information obtained from the Company solely in furtherance of the Firm’s potential representation of that Potential Client.
6. Payment for Services: The Firm agrees to pay the Company all amounts identified on an applicable Insertion Order as a condition of the Company providing the Marketing and Administrative Services set forth herein (the “Payment”). The Payment shall be applied to fund the Company’s advertising purchases, administrative costs (including payroll, overhead, and other fixed costs incurred in association with providing the services), and a reasonable profit margin for the services provided. The Company’s entitlement to payment hereunder is not contingent upon the Firm’s ultimate retention of a client or the outcome of any case. There may be a 10-15% over delivery from the budget specified in an applicable Insertion Order, which will be billable to the client once the campaign allocation has been reached, and payable within 7 days. The Firm’s sole remedy for any disputed delivered Potential Client, which shall be resolved through the Company’s reasonable discretion, shall consist of the Company furnishing a replacement Potential Client. Factors outside the Qualification Standards (i.e Medical records not meeting the stated personal injury, failure to cooperate, failure to engage in follow-up treatment) shall not serve as a basis for the Firm to dispute payment. Customer expressly acknowledges that:
(i) they are a sophisticated business, not a consumer and agree to waive their rights under the Fair Credit Billing Act and Electronic Funds Transfer Act to the maximum extent permitted by law and
(ii) the services are delivered and accepted when payment is received for such. Therefore, CUSTOMER AGREES THAT ANY CHARGEBACK CLAIMS THEY FILE BASED ON ARE NULL AND VOID AND FRAUDULENT AND CUSTOMER SHALL PAY TO COMPANY ALL FEES INCURRED IN RELATION TO ANY CHARGEBACK, INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND COSTS OF COLLECTION. THIS SECTION SHALL SERVE AS IRREFUTABLE PROOF OF THE ACCURACY OF ALL CREDIT CARD CHARGES PERMITTED HEREUNDER.
Unless stated in an Insertion Order, Customer shall be required to maintain a Lead Balance with Company of at least the Minimum Lead Balance specified on the applicable Insertion Order to be debited as the Services are provided. Customer hereby irrevocable authorizes Company to automatically charge any payment method of Customer on file to maintain a sufficient Minimum Lead Balance.
7. Termination: Either party may terminate this Agreement and any applicable Insertion Order as set forth in an Insertion Order, or as agreed by the parties in writing. In the absence of a written termination provision, the Firm may terminate the Agreement and any Insertion Order by providing thirty (30) days’ written notice, provided, however, that the Company shall be entitled to compensation for Marketing and Administrative Services through the effective date of the termination.
8. Confidentiality: The terms of the Agreement (including Qualification Standards and information disclosed in connection therewith) shall be considered “Confidential Information.” The Parties shall maintain as strictly confidential and will continue to maintain the confidentiality of, and not disclose, reveal, publish, disseminate, or discuss directly or indirectly, to or with any other person or entity Confidential Information, other than in the following limited circumstances: (1) to comply with applicable law or court order or subpoena; (2) to respond to a lawful demand for information from a government agency conducting an investigation (i.e., a demand made under compulsory process or pursuant to other legal mandate); and/or (3) to obtain legal, financial or tax advice.
9. Warranty Disclaimer: ALL SERVICES PROVIDED BY THE COMPANY, INCLUDING THE DELIVERY OF POTENTIAL CLIENTS AND SERVICES RELATED THERETO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE FIRM UNDERSTANDS AND AGREES THAT THE POTENTIAL CLIENTS AND RELATED INFORMATION REPRESENT SELF-REPORTED INFORMATION FROM INDIVIDUAL CONSUMERS, AND THEY ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY MAKES NO WARRANTY WHETHER THE FIRM WILL REALIZE REVENUE OR PAYMENT FROM POTENTIAL CLIENTS.
10. Legal Compliance: The Company makes no representation regarding the ability of the Firm or any other third-party to place subsequent telephone calls or text messages to Potential Clients in compliance with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, state and national do-not-call registries, or other applicable federal, state, and local statutes, laws, rules or regulations. The Company recommends that the Firm consult legal counsel to the extent that it has any questions regarding the legal implications of accepting and using Potential Clients.
11. Limitation of Liability: IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE FIRM FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR IN CONNECTION WITH POTENTIAL CLIENTS OR THE PROVISIONS OF SERVICES. IF THE COMPANY IS EVER DETERMINED TO HAVE ANY LIABILITY TO FIRM ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THE PROVISION OF POTENTIAL CLIENTS, THIS AGREEMENT, OR ANY SERVICES, SUCH LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAYABLE TO THE COMPANY BY THE FIRM DURING THE CALENDAR QUARTER ENDING IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
12. Indemnification: The Firm will defend, indemnify, and hold the Company and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or related to (i) any breach or alleged breach of this Agreement by the Firm or any person/entity acting on its behalf, (ii) the Firm’s negligence or misconduct, (iii) the subsequent provision of legal or other services to Potential Clients, or (iv) any allegation that the Firm or any party action on their respective behalf violated applicable laws, rules of professional conduct, or other standards governing the legal profession. If the Company elects for the Firm to provide defense, the Firm will (i) obtain legal counsel reasonably acceptable to the Company; (ii) permit the Company to participate in the defense using separate counsel at its own cost; and (iii) not settle any action without the prior written consent of the Company (which may not be unreasonably withheld). The foregoing indemnification obligations represent the sole indemnification protections intended and the Parties waive all right to any other indemnification protections provided by common law, statute, or otherwise.
13. Governing Law: These Terms and disputes related to the services are governed according to the laws of the State of New York, without regard to its conflicts of law principles. All claims, disputes, and suits must be brought exclusively in the any court located in the State of New York, and the parties agree to the jurisdiction thereof.
14. Severability and Survivability: If a court of competent jurisdiction holds any provision of this Agreement to be contrary to law or public policy or otherwise unenforceable, the remaining provisions shall remain in full force and effect; and the invalid provision shall remain in force as reformed by the court. Any terms which by their nature would survive termination thereof (e.g., disclaimer of warranties, limitation of liability, indemnification) shall be deemed to survive.
15. Assignment: Neither party to the Agreement shall sell, transfer, or assign the Agreement or the rights or obligations hereunder, other than to a parent or subsidiary, without the prior written consent of the other party.
16. Relationship of the Parties: The parties are independent contractors. Neither party is an agent, representative, partner or employee of the other party. The Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
17. Authority: The parties and the undersigned individuals mutually represent and warrant that they have full power and authority to enter into this Agreement.
18. Waiver: No term or provision of this Agreement shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse is in writing and signed by the party claiming to have waived, consented or excused. Should either party consent, waive or excuse a breach by the other party, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.
19. Entire Agreement: This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.