MASTER SUPPLY AGREEMENT

(Leads, Calls, Traffic)

Last Update: February 4, 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 Billy.com, a Michigan corporation (“Billy.com”), 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 Billy.com.

 

1. Definitions

  • “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 Billy.com.
  • “Transfer” means any call or interaction forwarded, bridged, or handed off to Billy.com or its buyers.
  • “Valid Traffic” means Traffic that fully complies with this Agreement, any applicable IO, and Billy.com instructions.
  • “Invalid Traffic” means any Traffic that fails to comply, in whole or in part, including fraud, misrepresentation, compliance failures, or buyer rejection.

 

2. Scope and Relationship

  1. Independent Contractors
    The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
  2. Non-Exclusivity
    Unless expressly stated in writing, this Agreement is non-exclusive.
  3. Governing Documents
    In the event of a conflict:
    • this Agreement controls over any IO
    • Billy.com instructions control over Supplier practices

 

3. Supplier Representations and Warranties

Supplier represents and warrants that:

  1. 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)
  2. Compliance with Laws
    Traffic complies with all applicable laws, including but not limited to:
    • TCPA
    • TSR
    • CAN-SPAM
    • CCPA / CPRA and state privacy laws
  3. Truthful Representation
    No Traffic involves deception, coercion, misrepresentation, or misleading creatives.
  4. Source Responsibility
    Supplier is fully responsible for:
    • all traffic sources
    • all sub-publishers
    • all call centers, agents, and technology used
  5. No Prohibited Practices
    Traffic is not generated via:
    • spoofing
    • robocalls
    • incentivization (unless approved)
    • scraping
    • fake or recycled data

 

4. Quality, Acceptance, and Invalid Traffic

  1. Billy.com Discretion
    Billy.com has sole discretion to determine whether Traffic is Valid or Invalid.
  2. Compliance Overrides Metrics
    Duration, completion, delivery, or technical acceptance does not override compliance failures.
  3. Retroactive Invalidation
    Billy.com may retroactively designate Traffic as Invalid at any time if issues are discovered.
  4. Transfers
    Transfers that misrepresent consumer intent, violate campaign rules, or generate buyer complaints are Invalid Traffic regardless of duration.

 

5. Pricing, Payment, and Clawbacks

  1. Pricing
    Pricing is defined per IO, ping/post response, or written confirmation.
  2. No Payment for Invalid Traffic
    Billy.com owes no payment for Invalid Traffic.
  3. Withholding & Clawbacks
    Billy.com may:
    • withhold payment
    • offset future payments
    • demand repayment for any Invalid Traffic or compliance issue.
  4. No Time Limitation
    Fraud, misrepresentation, or compliance failures are not subject to return windows or invoice deadlines.

 

6. Audit 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.

 

7. Data Use and Restrictions

  1. Permitted Use
    Billy.com may use Traffic for:
    • buyer distribution
    • remarketing
    • resale
    • analytics
    • AI or automation systems
  2. Supplier Restrictions
    Supplier may not reuse, resell, or remarket Traffic after delivery unless expressly authorized in writing.

 

8. Term and Termination

  1. Term
    This Agreement continues until terminated.
  2. Immediate Termination
    Billy.com may terminate immediately for:
    • compliance concerns
    • buyer complaints
    • suspected fraud
    • reputational risk
    • any breach or risk exposure
  3. Survival
    Obligations relating to indemnification, clawbacks, audits, and liability survive termination.

 

9. Indemnification

Supplier shall indemnify, defend, and hold harmless Billy.com 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 Billy.com’s buyers or downstream partners, whether or not Billy.com is named as a party to such claim.

 

10. Limitation of Liability

Billy.com shall not be liable for:

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

Billy.com’s total liability, if any, shall not exceed amounts paid to Supplier in the 30 days preceding the event giving rise to the claim.

 

11. Confidentiality & Non-Circumvention

Supplier shall not:

  • disclose pricing, buyers, or campaigns
  • solicit Billy.com buyers
  • reverse engineer Billy.com systems

 

12. Governing 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. Billy.com Discretion

Billy.com 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 Billy.com, 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 Billy.com

 

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 Billy.com.

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

Billy.com 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

Billy.com 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 Billy.com to immediately identify or reject Invalid Traffic does not constitute acceptance or waiver of rights.