BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS CPL AGREEMENT (THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “COMPANY” OR "YOU" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT PARTICIPATE IN THE PROGRAM (AS DEFINED BELOW).
APFM may amend these Terms from time to time in our discretion. Any modification of these Terms will be posted here and will be effective thirty (30) days following such posting. Your purchase of Leads following the effective date of the modified Terms will be governed by such modified Terms.
APFM will provide to You and/or contracted Agencies within Your organization (“Agency”) information on consumers in search of home care services (“Home Care Leads”) or are individuals seeking employment with in-home care service providers (“Recruitment Leads,” together with Home Care Leads, “Leads”). Based on a Lead’s stated needs and preferences, APFM, in its discretion, will forward Lead information to one or more Agencies, which are then responsible to contact that Lead regarding their offerings and compatibility (“Program”). By purchase of Leads, you will receive from us the data collected from the Leads in the area which You identify. Leads will include only information that has been provided by the individual including the following contact information as available, unless otherwise agreed to by you and us in writing: (a) first and last name, (b) address, (c) email address, and (d) phone number.
APFM offers the following Lead Packages:
Home Care Pay Per Lead: APFM will provide You with Home Care Leads for which you will be charged on a pay-per-lead basis.
Home Care Pre-paid Lead Bundle: APFM will provide You with an agreed upon number Leads for which you will be charged on a pay-per-lead basis.
Recruitment Pay Per Leads: APFM will provide You with Recruitment Leads for which you will be charged on a pay-per-lead basis.
APFM does not exclude any interested agency who meets qualifications for participation in the Program. APFM places no requirement on the manner in which Agencies provide services. APFM may contact state regulatory agencies to determine an agency’s Program eligibility, and You agree: (i) that You will not restrict APFM from conducting such inquiries; and (ii) that APFM’s conducting such inquiries is not an action intended to induce a breach of or interfere with this Agreement.
Leads may be transferred directly to You from us by telephone (a “Hot Transfer”). You acknowledge and agree that Hot Transfer calls may be recorded and maintained by us for archival, quality and training purposes. APFM makes no representations about the quantity, sufficiency or quality of Leads that it provides to you. You are solely responsible for all information and its accuracy regarding You, Your company and employees, and related email, phone numbers and mailing addresses, services and location(s) of service.
You will be charged a cost per Lead. Fees accrue and are due upon your receipt of the Leads. By selecting a Lead Package, you agree to purchase the stated number of Leads at the stated cost per Lead. You hereby authorize us to charge the credit card You have provided for the amount of the Lead Package cost. You are not authorized to use any Leads that are not paid for.
In the event the credit card You have provided is declined, we will immediately stop providing Leads to You until new, valid credit card information is received, and any outstanding balance is paid. In the event the credit card You have provided is declined for two (2) months within the period of six (6) consecutive months, we will stop providing Leads to You after the second decline, until new, valid credit card information is received, and any outstanding balance is paid. and you provide us with a pre-payment in the amount of ten (10) times the cost of a Lead (“Pre-payment”). Pre-payment is non-refundable, but we will first deplete the Pre-payment before we charge the credit card on file for additional Leads.
If we are unable to charge any of the credit cards You provide or if the bank/credit card company reverses a charge due to a dispute that You initiate, APFM will invoice You for any outstanding balance. Invoices must be paid within 30 days of the invoice date. Overdue amounts will accrue late charges at the lesser of 1.5% per month or the maximum rate permitted by law. You will pay fees and costs associated with third party collection efforts. A written request to accountreviews@aplaceformom.com must be submitted to cancel/close your account. You are responsible for the purchase of any Leads delivered before the request has been received and processed.
Leads are provided on a non-exclusive basis for home care service and you understand that we may have other service providers in your area. You are authorized to use the Leads provided by APFM solely for your internal marketing purposes of proposing only your home care services to the Lead. You may not use the Leads for purposes of marketing or offering products and services other than those about which the Lead has specifically inquired, or of third parties. Leads are confidential information of APFM.
You shall only share one referral to a single party per lead provided by APFM. Should You exceed one referral per lead to Your network, APFM may terminate the provision of leads and services, thereby terminating this Agreement.
YOU ARE NOT PERMITTED TO, AND AGREE NOT TO, SHARE WITH OTHERS, LICENSE, RESELL, DISTRIBUTE, PUBLISH OR OTHERWISE DISCLOSE ANY OR ALL OF THE LEADS 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 will treat Lead information as confidential and will only use it for: (i) Your own internal evaluation of the Lead; and (ii) providing home care services to the Lead. You will not disclose, sell or distribute this information to any third party (including but not limited to any other entity not affiliated with Company), and will comply with all applicable state and federal laws respecting the protection, use, and disclosure of such information. You will not provide APFM with any individually identifiable health information.
This Agreement and Leads is APFM’s Confidential Information, which may not be disclosed without our prior written consent. This paragraph survives termination of the Agreement.
Subject to the terms of this Agreement, You hereby grant APFM a worldwide, limited, non-exclusive, non-transferable, royalty-free license to (i) reproduce, distribute, display, market, transmit, promote, store on its servers, and otherwise use Company’s name and address, logo and company description in accordance with this Agreement: and (ii) incorporate the above in the APFM website. Company warrants that none of its intellectual property subject to this license violates or infringes upon the rights of others.
It is your sole responsibility to familiarize yourself and comply with all laws and regulations applicable to the receipt, use, storage and safeguarding of data that identifies consumers that we provide you. You agree to maintain commercially reasonable physical, electronic and procedural controls and safeguards to protect any such consumer information received pursuant to these terms from unauthorized use or disclosure, including the maintenance of appropriate safeguards to restrict access to the consumer data solely to carry out the purposes for which the information was disclosed. You will notify us immediately of any breach of the consumer information we provide as the Leads and will be responsible for all notices and remediation required under applicable law, rule or regulation or as otherwise reasonably required by us.
Except in certain circumstances related to Programs of All-Inclusive Care for the Elderly (PACE), APFM will not knowingly send You Leads for Prohibited Consumers. A “Prohibited Consumer” is one whose source of payment for home care services is, in whole or in part, provided by Medicare, Medicaid, or similar state laws or to be provided by any federal or state funding source that prohibits the arrangement contemplated by this Agreement. Company and each Agency agree that they have an independent responsibility to verify whether a consumer is a Prohibited Consumer. Company will not accept any Leads deemed to be a Prohibited Consumer. APFM will not knowingly refer a Prohibited Consumer to Company or any Agency. Company represents and warrants that the Agencies do not provide federally funded skilled nursing or long-term care services. If any Agency decides to provide federally funded skilled nursing or long-term care services, Company will immediately notify APFM and this Agreement will immediately and automatically terminate. Neither Company nor any Agency will owe or pay APFM any fees relating to any Prohibited Consumer.
The use of the Leads and Services and any calls and other interactions with and information provided to consumers resulting from the Leads 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”) and implementing regulations issued 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 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.
We have made a reasonable effort, based on currently understood legal requirements, to obtain the consumer’s online prior consent to be contacted by you using automatic telephone dialing systems on their mobile phones pursuant to the TCPA. You should determine whether the consents we have obtained are legally sufficient and comply with your internal marketing policies. APFM makes no representations or warranties regarding such consent, including but not limited that such consent complies with the TCPA requirements or other applicable law, or that the Leads can all be called.
With respect to each purchase or receipt of Leads or Lead Package, Company represents and warrants on behalf of itself and each Agency that (i) it is appropriately licensed by and in good standing with the state in which it is located; (ii) it will notify APFM, in writing, within 3 days of Company’s receipt of any material licensing changes, including, without limitation, any revocations, suspensions, conditions, or other limitations imposed; (iii) it will charge APFM Leads the same rate as all other consumers who receive its services, including being eligible for any discounts or concessions offered by Company; (iv) it will not charge or seek to recover any portion of the fees payable to APFM from APFM Leads; (v) it is strictly prohibited from discussing with or involving the APFM fees with the APFM Leads unless obligated by law to do so; (vi) it will comply with any applicable federal, state, or local laws, regulations, orders or judgments; (viii) none of the monies it charges or collects are consolidated with other supportive services provided by a federal health care program (vii) 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.
THE LEADS 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 CONTAINED IN THE LEAD IS ACCURATE OR COMPLETE, OR THE RESULTS TO BE ACHIEVED FROM THE LEADS, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES OR INCREASE IN REVENUE. 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 APFM 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, or alleging to relate to or arise from, your, your affiliates’, or your or their employees’, contractors’ or agents’ activities with respect to the leads or the possession, disclosure or use thereof, including without limitation, any consumer contact or information in connection therewith, or any breach of the warranties you made above, including your warrant of compliance with TCPA, or the restrictions on use of the Leads or resulting from your provision of products or home care services to any Leads. The obligations under this Indemnification sections shall survive any provision of the Leads or termination of this agreement.
AS A CONDITION TO THE PROVISION OF THE LEADS, WE BOTH AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, APFM 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, PUNITIVE 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, OR ANY 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 APFM’S SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WHEN ACTING IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS.
YOU ACKNOWLEDGE THAT APFM WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.
This Agreement may be terminated by You on 30 days’ written notice to APFM. APFM may terminate the Agreement at any time by discontinuing the provision of Leads to You. 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 New York, without reference to its conflicts of laws or provisions. 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 therefor. 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. APFM has no responsibility for any products or services offered by its third party marketing partners or suppliers. All contracts and agreements for services to be provided by You to a Lead shall be pursuant to a separate contract solely between you and them, and we will not have any liability thereunder.
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 intensions of the parties in accordance with applicable law, and the remainder of the agreement shall remain in full force and effect.
You may not resell, assign or transfer the Leads or these terms, without APFM’s prior written consent, and any attempted assignment or transfer without such consent shall be null and void.