Lead & Call Purchase Terms

These Lead & Call Purchase Terms and Conditions ("Terms") govern all purchases of live calls and lead data from Solsun South LLC, d/b/a Eye in the Sky Digital, a Utah company ("Company," "we," "us"), by the purchasing person or business ("Buyer," "you").

1. Parties and Acceptance

By creating an account, submitting an order, funding a balance, clicking "I Agree," accepting delivery of any call or lead, or making any payment, you agree to be bound by these Terms. If you do not agree, do not purchase. The individual accepting these Terms represents that they are authorized to bind the Buyer entity.

These Terms may be presented as a click-wrap agreement at checkout and/or signed. Electronic acceptance and electronic signatures are valid and binding.

2. Definitions

• "Live Call": an inbound or transferred telephone call delivered to Buyer in real time under an active campaign.
• "Lead" / "Data Lead": a consumer record (which may include name, telephone number, and campaign fields) delivered to Buyer as data rather than as a live call.
• "Connected Call": a Live Call that reaches Buyer's designated destination and remains connected for at least the Billable Duration.
• "Billable Duration" (also referred to as the campaign "buffer"): the minimum call length, measured from the start of the call and inclusive of ring time, at or above which a Live Call is billable. The Billable Duration is set separately for each campaign and is stated in the applicable Order; it may differ from one campaign to another.
• "Order": the campaign parameters, pricing, filters, geography, caps, and delivery settings agreed between the parties (via Portal, order form, or written confirmation), which are incorporated into these Terms.
• "Portal": Company's buyer dashboard, billing system, or other designated ordering/reporting interface.

3. Orders, Pricing, and Payment

3.1 Pricing. Prices are as stated in the applicable Order or Portal at the time of purchase and are exclusive of taxes. Company may change pricing prospectively; changes do not affect calls or leads already delivered.

3.2 Payment method and authorization. Buyer must keep a valid payment method on file. Buyer authorizes Company to charge that payment method for all amounts due, including per-call and per-lead charges, prepaid balance top-ups, agreed recurring charges, and any fees, penalties, or amounts owed under these Terms. Buyer represents it is authorized to use the payment method provided.

3.3 Prepaid balances / billing. Purchases may be prepaid, billed per delivery, or billed on the cycle stated in the Order. Prepaid balances are applied to delivered calls and leads and are non-refundable. The only remedy for a qualifying defective Live Call is the replacement described in Section 5, and Data Leads carry no refund, credit, or replacement right.

3.4 Failed or reversed payments. If any charge is declined, reversed, or uncollectible, Company may suspend delivery immediately, apply a late fee of $25 or 1.5% of the past-due amount, whichever is greater, charge interest at 1.5% per month or the maximum allowed by law, and pursue collection under Section 7.

4. Delivery, Filters, and Buyer Responsibilities

4.1 Delivery. Company will use commercially reasonable efforts to deliver Live Calls and Leads matching the Order's filters, geography, and caps. Volume, timing, and availability are not guaranteed and depend on media performance, consumer response, and market conditions.

Geographic targeting is by area code, not verified location. Live Calls generated from television and similar broadcast advertising are routed and geo-targeted based on the caller's telephone area code (NPA). An area code does not verify, and may not match, the caller's actual physical location, state, or residence. Company does not warrant or guarantee the caller's actual state or location, and any difference between a caller's area code and their actual location is inherent to inbound call traffic and is not a defect or a basis for replacement, credit, or refund.

4.2 Nature of the product. Buyer understands it is purchasing access to prospective-customer contacts and calls, not sales, appointments, applications, issued policies, or any level of annualized premium (AP), close rate, or return. Any performance figures, examples, dashboards, or marketing shown by Company (including illustrative AP counters or close-rate ranges) are hypothetical and for illustration only and are not a promise of results.

4.3 Compliance is Buyer's responsibility. Buyer is solely responsible for its own compliance with all applicable laws in its use of calls and leads, including the TCPA, the Telemarketing Sales Rule, federal and state Do-Not-Call requirements, state licensing and insurance-solicitation rules, consent and recording laws, and data-privacy laws. Buyer will maintain its own licensing, internal DNC list, and required disclosures. Buyer will not use any call or lead for any unlawful, deceptive, or unauthorized purpose.

4.4 License and no resale. Calls and Leads are licensed to Buyer for Buyer's own one-time use in the purchased campaign. Buyer will not resell, redistribute, share, syndicate, or transfer any call or lead to any third party without Company's prior written consent.

5. All Sales Final; Limited Live-Call Replacement (No Lead Replacements)

5.1 All sales are final. All purchases of Live Calls and Data Leads are final and non-refundable. Company does not offer cash refunds. The exclusive remedy for a qualifying defective Live Call is replacement as described in Section 5.2. Data Leads are sold on an "as-is" basis, are all sales final, and are not eligible for replacement, credit, or refund (Section 5.3).

5.2 Replaceable Live Calls. A Live Call qualifies for replacement credit only if it falls into one of these defined categories and is timely reported:

• Disconnected before the Billable Duration through no fault of Buyer;
• Dead air / no audio with no consumer present;
• Wrong number, or a caller whose telephone area code falls outside the Order's agreed geographic (area-code) filter, or who is clearly outside the agreed language filter;
• Duplicate of a Live Call already billed to Buyer within 30 days;
• Consumer who is a minor or is not a bona fide prospect for the campaign's product.

Calls where Buyer simply did not close the sale, calls the consumer ended after a genuine conversation, and calls meeting or exceeding the Billable Duration are billable and non-replaceable. Because TV-driven Live Calls are targeted by area code, a call whose area code matches the Order is billable even if the caller states or is later found to be physically located in a different state; a location-versus-area-code mismatch is not grounds for replacement.

5.3 Data Leads: all sales final; no replacements. Data Leads are sold on an "AS-IS" and "AS-AVAILABLE" basis, at pricing that reflects that no replacement, credit, or refund right attaches to them. All sales of Data Leads are final. Data Leads are not eligible for replacement, credit, or refund, and Company has no obligation to replace, credit, or refund any Data Lead for any reason, including records that are inaccurate, outdated, duplicative, disconnected, or unresponsive. Buyer acknowledges that variability and imperfection are inherent to consumer data, and Buyer accepts that risk in full as part of the bargained-for price.

5.4 Claim window and process (Live Calls). To request replacement of a qualifying Live Call under Section 5.2, Buyer must submit a claim through the Portal or to support@eyeintheskydigital.com with the call ID and reason within 24 hours of delivery. Claims outside the window or without the required detail are waived. Approved replacements are credited toward future delivery; replacement is not available for cash, does not stack, and is capped at the value of the qualifying Live Call. Data Leads are all sales final under Section 5.3 and are not subject to any replacement, credit, refund, or claim process.

5.5 Records govern. Company's delivery records, call recordings, timestamps, connection logs, and duration data are the controlling evidence for evaluating any claim.

6. No-Chargeback Covenant and Dispute Resolution Procedure

6.1 Mandatory pre-dispute process. Buyer agrees that the process in Section 5 (replacement for a qualifying Live Call, and the all-sales-final, as-is terms for Data Leads) is the sole and exclusive method for resolving any concern about a call or lead, and that Buyer will raise any billing or quality concern directly with Company first and allow 7 business days to resolve it before taking any other action.

6.2 Covenant not to charge back. Buyer expressly agrees not to initiate, file, or threaten any chargeback, payment dispute, reversal, or bank/issuer claim ("Chargeback") against any charge that is valid under these Terms. Buyer acknowledges that (a) it authorized each charge under Section 3, (b) calls and leads are delivered and consumed immediately and cannot be returned, and (c) the replacement policy for Live Calls, together with the discounted, as-is basis on which Data Leads are sold, provides a fair and adequate basis for each sale.

6.3 Chargebacks are a material breach. Filing a Chargeback in violation of Section 6.2 (particularly for calls or leads that were delivered and are supported by Company's records) is a material breach of these Terms and may constitute the wrongful reversal of an authorized payment. Company will contest such Chargebacks using its delivery records, recordings, logs, and these Terms as evidence of the debt and of Buyer's authorization and agreement.

6.4 Remedies for a wrongful Chargeback. If Buyer initiates a Chargeback in breach of Section 6.2, then in addition to Company's other remedies:

• Buyer forfeits any pending or future replacement credits;
• Company may immediately suspend or terminate Buyer's account and all delivery;
• Buyer will owe (i) the full disputed amount, (ii) a chargeback administration fee of $500 per Chargeback, (iii) interest at the maximum lawful rate, and (iv) all costs of collection, including reasonable attorneys' fees and collection-agency costs;
• Company may report the delinquency, refer the balance to collections, and require prepayment or a different payment method as a condition of any future business.

6.5 Acknowledgment. Buyer acknowledges that this Section is a material inducement to Company's willingness to sell on the agreed terms and pricing, and that Company reasonably relies on it.

7. Collections and Cost Recovery

For any Chargeback, any amount not paid when due, and any other amount Buyer owes Company, Buyer is responsible for and agrees to reimburse Company for all costs of collection and enforcement, including reasonable attorneys' fees, court costs, collection-agency fees, and interest, to the fullest extent permitted by Utah law. Company may refer any such amount to collections and/or pursue it in the venue set in Section 11, and pursuing one remedy does not waive any other.

8. Disclaimers of Warranties

CALLS AND LEADS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Company does not warrant any sales, conversion rate, close rate, appointment rate, annualized premium, revenue, ROI, or lead/call accuracy, quality, or intent. Consumer behavior and third-party data are outside Company's control.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY. COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY CALL OR LEAD WILL NOT EXCEED THE AMOUNTS PAID BY BUYER TO COMPANY FOR THE SPECIFIC CALL(S) OR LEAD(S) GIVING RISE TO THE CLAIM DURING THE 30 DAYS BEFORE THE CLAIM.

10. Indemnification

Buyer will defend, indemnify, and hold harmless Company and its owners, officers, employees, and affiliates from any claim, loss, liability, penalty, fine, or expense (including reasonable attorneys' fees) arising from: (a) Buyer's use of any call or lead; (b) Buyer's violation of the TCPA, DNC, telemarketing, licensing, recording, or privacy laws; (c) Buyer's breach of these Terms; or (d) Buyer's communications with, or sales to, any consumer.

11. Governing Law; Venue; Class-Action Waiver

11.1 Governing law. These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws rules.

11.2 Dispute forum. Any dispute not resolved under Sections 5 through 6 will be resolved exclusively by the state and federal courts located in Salt Lake County, Utah, to whose jurisdiction and venue the parties consent.

11.3 Class-action waiver. To the extent permitted by law, all disputes will be brought in an individual capacity only, and not as a plaintiff or class member in any class, collective, or representative action.

11.4 Prevailing party. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

11.5 Time limit. Any claim arising out of or relating to these Terms, a call, or a lead must be brought within one (1) year after it arose, or it is permanently barred, except where a different period is required by law.

12. Suspension and Termination

Company may suspend or terminate Buyer's account, delivery, and access at any time for non-payment, a Chargeback, suspected fraud, resale in breach of Section 4.4, legal/compliance risk, or breach of these Terms. Sections 3 through 11 and 13 survive termination.

13. General

13.1 Entire agreement. These Terms, together with each Order, are the entire agreement between the parties and supersede prior discussions.

13.2 Amendments; Company controls the terms. These Terms, and all campaign language, scripts, filters, and Order parameters, are drafted and issued solely by Eye in the Sky Digital. Only Company may create, modify, or amend these Terms or any such language, and no modification is binding unless issued in writing by Company. Company may update these Terms prospectively by posting the updated version and/or notifying Buyer; continued purchasing constitutes acceptance. Any additional, different, or conflicting terms proposed by Buyer, whether in a purchase order, form, email, or other communication, are rejected and have no effect unless Company expressly agrees in a writing it issues.

13.3 Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent necessary.

13.4 No waiver. Company's failure to enforce any provision is not a waiver.

13.5 Assignment. Buyer may not assign these Terms without Company's written consent; Company may assign freely.

13.6 Force majeure. Company is not liable for delays or failures caused by events beyond its reasonable control.

13.7 Notices. Notices to Company: support@eyeintheskydigital.com. Notices to Buyer: the contact information on Buyer's account.

14. Acceptance

By clicking "I Agree," funding a balance, submitting an Order, or accepting any call or lead, Buyer acknowledges it has read, understood, and agreed to these Terms, including the all-sales-final policy (Section 5) and the No-Chargeback Covenant (Section 6).