Master Supply Agreement (Leads, Calls, Traffic)

Last Updated August 27, 2026

This Master Supply Agreement ("Agreement") is entered into as of the date of acceptance ("Effective Date") by and between Leadgen Network Organization, Inc., d/b/a Hire Best Pros, a Michigan corporation ("Hire Best Pros"), and the counterparty identified in an applicable insertion order or otherwise providing traffic ("Supplier").

This Agreement governs all Supplier-provided leads, calls, transfers, clicks, or other traffic supplied to Hire Best Pros. Exhibits A, B and C form part of this Agreement.

01Definitions

  • "Traffic" means any lead data, inbound call, transfer call, click, form submission, or consumer interaction provided by Supplier.
  • "Lead" means a consumer inquiry indicating interest in a specific product or service.
  • "Call" means a consumer-initiated telephone call routed to or through Hire Best Pros.
  • "Transfer" means any call or interaction forwarded, bridged, or handed off to Hire Best Pros or its buyers.
  • "Valid Traffic" means Traffic that fully complies with this Agreement, any applicable IO, and Hire Best Pros instructions.
  • "Invalid Traffic" means any Traffic that fails to comply, in whole or in part, including fraud, misrepresentation, compliance failures, or buyer rejection.

02Scope and Relationship

Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Non-Exclusivity. Unless expressly stated in writing, this Agreement is non-exclusive.

Governing Documents. In the event of a conflict:

  • this Agreement controls over any IO
  • Hire Best Pros instructions control over Supplier practices

03Supplier Representations and Warranties

Supplier represents and warrants that:

Lawful Collection & Consent. All Traffic is generated with lawful, informed, and documented consumer consent sufficient for:

  • calls
  • texts
  • emails
  • transfers
  • resale or remarketing (if applicable)

Compliance with Laws. Traffic complies with all applicable laws, including but not limited to:

  • TCPA
  • TSR
  • CAN-SPAM
  • CCPA / CPRA and state privacy laws

Truthful Representation. No Traffic involves deception, coercion, misrepresentation, or misleading creatives.

Source Responsibility. Supplier is fully responsible for:

  • all traffic sources
  • all sub-publishers
  • all call centers, agents, and technology used

No Prohibited Practices. Traffic is not generated via:

  • spoofing
  • robocalls
  • incentivization (unless approved)
  • scraping
  • fake or recycled data

04Quality, Acceptance, and Invalid Traffic

Hire Best Pros Discretion. Hire Best Pros has sole discretion to determine whether Traffic is Valid or Invalid.

Compliance Overrides Metrics. Duration, completion, delivery, or technical acceptance does not override compliance failures.

Retroactive Invalidation. Hire Best Pros may retroactively designate Traffic as Invalid at any time if issues are discovered.

Transfers. Transfers that misrepresent consumer intent, violate campaign rules, or generate buyer complaints are Invalid Traffic regardless of duration.

05Pricing, Payment, and Clawbacks

Pricing. Pricing is defined per IO, ping/post response, or written confirmation.

No Payment for Invalid Traffic. Hire Best Pros owes no payment for Invalid Traffic.

Withholding & Clawbacks. Hire Best Pros may:

  • withhold payment
  • offset future payments
  • demand repayment for any Invalid Traffic or compliance issue.

No Time Limitation. Fraud, misrepresentation, or compliance failures are not subject to return windows or invoice deadlines.

06Audit and Cooperation

Supplier shall:

  • maintain records supporting consent and sourcing
  • cooperate fully with audits
  • provide logs, recordings, and documentation upon request

Failure to cooperate is a material breach.

07Data Use and Restrictions

Permitted Use. Hire Best Pros may use Traffic for:

  • buyer distribution
  • remarketing
  • resale
  • analytics
  • AI or automation systems

Supplier Restrictions. Supplier may not reuse, resell, or remarket Traffic after delivery unless expressly authorized in writing.

08Term and Termination

Term. This Agreement continues until terminated.

Immediate Termination. Hire Best Pros may terminate immediately for:

  • compliance concerns
  • buyer complaints
  • suspected fraud
  • reputational risk
  • any breach or risk exposure

Survival. Obligations relating to indemnification, clawbacks, audits, and liability survive termination.

09Indemnification

Supplier shall indemnify, defend, and hold harmless Hire Best Pros from any claims, damages, penalties, fines, or costs arising from:

  • Traffic
  • consent failures
  • TCPA or privacy claims
  • Supplier or sub-publisher conduct

Indemnity is uncapped and survives termination.

Supplier's indemnification obligations expressly include claims, demands, settlements, penalties, fines, or costs asserted by Hire Best Pros' buyers or downstream partners, whether or not Hire Best Pros is named as a party to such claim.

10Limitation of Liability

Hire Best Pros shall not be liable for:

  • lost profits
  • consequential damages
  • buyer decisions
  • downstream outcomes

Hire Best Pros' total liability, if any, shall not exceed amounts paid to Supplier in the 30 days preceding the event giving rise to the claim.

11Confidentiality & Non-Circumvention

Supplier shall not:

  • disclose pricing, buyers, or campaigns
  • solicit Hire Best Pros buyers
  • reverse engineer Hire Best Pros systems

12Governing Law

This Agreement is governed by the laws of the State of Michigan, with exclusive venue in Michigan courts.

Exhibit A

Traffic & Quality Standards

This Exhibit A sets forth the minimum standards for Traffic provided by Supplier under the Master Supply Agreement ("Agreement"). All capitalized terms have the meanings set forth in the Agreement.

1. General Standard

All Traffic must represent a genuine, voluntary, and informed consumer inquiry for the specific product or service being marketed, generated without deception, coercion, or misrepresentation.

Traffic that technically delivers, connects, or meets duration thresholds may still be Invalid Traffic if it fails to meet these standards.

2. Lead Standards

A Lead is considered potentially Valid Traffic only if:

  • The consumer personally and knowingly submitted their information
  • The Lead reflects current and accurate consumer intent
  • Required data fields are complete and materially accurate
  • The Lead was not generated through misleading claims, false urgency, or bait-and-switch tactics
  • The consumer was not incentivized unless expressly approved in writing

Leads generated through recycled data, scraped data, purchased lists, or aged databases are Invalid Traffic.

3. Call Standards

A Call is considered potentially Valid Traffic only if:

  • The call was consumer-initiated
  • The consumer had a reasonable expectation of being connected regarding the advertised product or service
  • The call was not auto-dialed, spoofed, pre-recorded, or artificially generated
  • The consumer was not misled as to the nature of the call or the party being contacted

Call duration, connection, or completion does not override compliance failures.

4. Transfer Standards

A Transfer is considered potentially Valid Traffic only if:

  • The consumer expressly consented to being transferred
  • The consumer's stated intent matches the destination service
  • The transfer does not misrepresent pricing, availability, outcomes, or qualifications
  • The transfer does not generate buyer complaints or regulatory exposure

Any Transfer that misrepresents consumer intent or creates downstream risk is Invalid Traffic regardless of duration.

5. Hire Best Pros Discretion

Hire Best Pros retains sole discretion to determine whether Traffic meets the standards of this Exhibit A.

Supplier bears the burden of proving compliance upon request.

Exhibit B

Prohibited Practices & Traffic Sources

The following practices are strictly prohibited and constitute a material breach of the Agreement. This list is illustrative and not exhaustive.

1. Prohibited Generation Methods

Supplier may not generate Traffic using:

  • Robocalls, auto-dialers, or artificial call initiation
  • Call spoofing or caller ID manipulation
  • Incentivization of any kind unless approved in writing
  • Misleading creatives, false claims, or unsubstantiated promises
  • Fake forms, pre-filled fields, or deceptive UX
  • Scraped, purchased, rented, or third-party lists
  • Bots, scripts, emulators, or simulated user behavior

2. Prohibited Content & Representation

Traffic may not be generated through creatives or messaging that:

  • Imply guarantees, outcomes, or endorsements
  • Misstate pricing, urgency, or availability
  • Misrepresent Hire Best Pros, its buyers, or the nature of the service
  • Use restricted words or claims without authorization
  • Suggest affiliation, partnership, or official endorsement where none exists

3. Prohibited Sources

Traffic may not originate from:

  • Sources violating platform terms (Google, Meta, carriers, etc.)
  • Spam-oriented placements or deceptive redirects
  • Any source prohibited by applicable law or regulation
  • Any source previously flagged by Hire Best Pros

4. Sub-Publishers & Call Centers

Supplier is fully responsible for all sub-publishers, affiliates, agents, call centers, and technology used.

Violations by any upstream or downstream party are deemed violations by Supplier.

5. Zero-Tolerance Practices

Any Traffic associated with the following is automatically Invalid Traffic:

  • TCPA violations
  • Privacy law violations
  • Consumer legal complaints
  • Regulatory inquiries tied to Supplier traffic

Exhibit C

Payment, Returns & Invalidation Mechanics

This Exhibit governs billing, payment eligibility, and invalidation mechanics under the Agreement.

1. Payment Eligibility

Payment is owed only for Valid Traffic as determined by Hire Best Pros.

Traffic later determined to be Invalid Traffic is not payable, regardless of prior acceptance, reporting, or payment status.

2. Compliance Overrides Accounting

Compliance failures, consumer claims, buyer complaints, or regulatory risk override:

  • duration thresholds
  • delivery confirmation
  • invoice timing
  • reporting acceptance

3. Retroactive Invalidation

Hire Best Pros may retroactively invalidate Traffic at any time if:

  • fraud is discovered
  • misrepresentation is identified
  • a consumer asserts legal rights
  • a buyer makes a compliance-based claim
  • regulatory or carrier risk arises

There is no time limitation on retroactive invalidation for compliance-related issues.

4. Withholding, Offsets & Clawbacks

Hire Best Pros may, at its discretion:

  • withhold payment
  • offset future payments
  • demand repayment of previously paid amounts

Supplier shall remit repayment upon demand. Failure to do so constitutes a material breach.

5. No Waiver

Failure by Hire Best Pros to immediately identify or reject Invalid Traffic does not constitute acceptance or waiver of rights.

This agreement covers network supply. It is separate from the consumer Terms of Use and the Privacy Policy. To apply to the network, see Publishers & Affiliates.