ClientHatch Platform Terms of Service

Version: 2026-10-03

Effective: October 3, 2026

Please read these Terms carefully. They include a prepaid, limited-refund balance (Section 5), an authorization to charge your saved payment method for amounts you owe (Section 5.9), a disclaimer of warranties (Section 16), a limit on our liability (Section 17), your duty to indemnify us (Section 18), an agreement to resolve disputes by binding individual arbitration (Section 19), and a waiver of class actions and jury trials that applies in arbitration and in court (Sections 19.4 and 20.3). You may opt out of arbitration within 30 days as described in Section 19.8; opting out does not remove the class-action and jury-trial waivers.

1. About these Terms

1.1 Who we are. ClientHatch is a lead marketplace operated by Optimize Inc, 2306 Lake Austin Blvd, Austin, TX 78703 (“ClientHatch”, “we”, “us”, “our”).

1.2 Who you are. “You” means the licensed insurance agent or insurance agency that opens an Account, and each person who uses that Account. If you accept these Terms for a business, you confirm that you are authorized to bind that business, and “you” means that business.

1.3 Acceptance. You accept these Terms by ticking the acceptance box in the Services. Only the owner of an Account can accept. Our staff cannot accept these Terms for you, including while helping you inside your Account (see Section 14). We record the version you accepted, the time, your IP address, your browser details and a cryptographic hash of the exact text you were shown.

1.4 Defined terms. In these Terms:

“Account” means your organization’s account on the Services, including every user profile inside it.
“Agency” means an Account held by an insurance agency or other organization that has more than one Member, or that pays for or supports the Lead purchases of other agents.
“Agent Score” means the score from 0 to 100 that we calculate for your Account from your activity on the Services, including how you work and Return the Leads you buy, as shown in the Services. It can affect auction ranking and your Return Allowance.
“Amount Owed” has the meaning given in Section 5.9.
“Balance” means the prepaid cash balance in your Account: money you paid us that has not yet been spent, refunded or otherwise applied under these Terms.
“Campaign” means a set of instructions you create in the Services that tells us which Leads to bid on for you and the most you will pay.
“Consent Record” means the record we keep of the consent a consumer gave on a quote form: the consent language the quote form reported showing (or, where it reported none, the language we supplied for it to show), the businesses it named, the time, and technical details of the submission.
“Lead” means a record of a consumer who submitted an insurance quote request on a quote form, including the contact details, Consent Record and other data we deliver with it.
“Lead Data” means the personal information and the Consent Record in a Lead, and anything derived from them.
“Member” means each individual you invite or allow to use your Account, in any role.
“Promotional Credit” means credit we grant to your Account that you did not pay for, such as a deposit bonus, goodwill credit, loyalty award or launch credit.
“Return” means a request to be credited for a Lead under the Returns Policy.
“Return Allowance” means the monthly limit on Returns described in the Returns Policy and Section 7.
“Services” means the ClientHatch marketplace, auction, customer relationship management tools, delivery integrations, application programming interface, websites and support.
“Terms” means these Platform Terms of Service and the documents listed in Section 1.5.

1.5 Documents that form part of these Terms. The following are part of these Terms: (a) the Returns Policy at https://clienthatch.com/returns-policy; (b) the Privacy Policy at https://clienthatch.com/privacy; (c) the Deposit Terms shown to you each time you fund your Balance; (d) the Auto-Refill Authorization you accept if you turn on auto-refill; and (e) if you are an Agency, the Agency Master Agreement you sign.

Order of priority. This Section 1.5 is the only order-of-priority rule for the documents listed above. If they conflict: (1) an Auto-Refill Authorization governs the amount, limits and cancellation of the automatic charges it authorizes; (2) the Returns Policy governs the numbers, time limits and procedure for Returns; (3) the Agency Master Agreement governs Members of an Agency, Downline Agents, budgets, caps and Subsidies (each as defined in that Agreement); and (4) on every other matter, these Platform Terms of Service govern. The authorization in Section 5.9 is separate from any Auto-Refill Authorization and is not limited by it. No other document reduces a protection that these Platform Terms of Service give ClientHatch.

1.6 Business days and currency. A “business day” is a day other than a Saturday, a Sunday or a United States federal holiday, measured in Austin, Texas. All amounts are in United States dollars.

1.7 Business use only. The Services are offered only to licensed insurance businesses for business purposes. You confirm that you use the Services only for business purposes and not for personal, family or household purposes, and that you are not a consumer in relation to them.

2. Who may open an Account

2.1 Licensed buyers only. You may hold an Account only if you are an individual insurance producer or an insurance agency holding every license required to sell the insurance products you market, in every state in which you buy Leads. You represent that the National Producer Number and other license details you give us are accurate and belong to you or your agency.

2.2 Legal name. For a type of Lead whose consent language names the buyer (see Section 8.3), the legal name on your Account is the name we supply to the quote form for that consent language before the Lead is sold to you. You must keep it accurate and it must be the registered legal name of the licensed person or entity that will contact the consumer. You must tell us before you change your legal name or entity. A change does not alter Consent Records already created.

2.3 We verify, and may keep verifying. We check your license against the National Insurance Producer Registry database when you join and may re-check it at any time, including on a recurring schedule. Where that check is unavailable or inconclusive, we may require a copy of your license for manual review and may decline or limit your Account while a review is pending. Our verification is for our own purposes. It is not a representation to you or anyone else that you are properly licensed or appointed.

2.4 Your duty to tell us. You must notify us promptly if any license lapses or is suspended, revoked, surrendered or restricted, if you become the subject of a regulatory or carrier proceeding relating to your sales or marketing conduct, or if your National Producer Number changes.

2.5 A lapse pauses your Campaigns, and that is not our breach. If our records show that a license covering a state is no longer active, your Campaigns for that state may pause automatically. We do not promise that a pause will happen before any particular Lead is purchased. A pause is not a failure of the Services. Reinstating a license restores eligibility. It does not reverse purchases made while our records showed the license as active.

2.6 Where the Services are available. The Services are offered in the United States only. We do not sell Leads in every state or territory, and we may add or remove jurisdictions at any time. A license in a jurisdiction we do not serve does not entitle you to Leads there.

2.7 Sanctions and export. You represent that neither you nor any owner, officer or Member of your Account is located in a country subject to a United States embargo, is named on any list of prohibited or restricted parties maintained by the United States government (including the Specially Designated Nationals list of the Office of Foreign Assets Control), or is owned or controlled by such a person. You will not use the Services in breach of United States export control or sanctions laws.

3. Your Account, Members and security

3.1 Accurate information. You must give us accurate and complete information, including your business address and contact email, and keep it up to date. We send notices to the email address on your Account (Section 22.9).

3.2 Your Members. You are responsible for every Member: for inviting only people who are entitled to see Lead Data, for the role you give them, for everything they do in your Account, and for ending their access when they leave, using the tools in the Services where available or by writing to support@clienthatch.com. Until a Member’s access has ended, you remain responsible for it. An act or omission of a Member is your act or omission.

3.3 Credentials. You must keep sign-in credentials, API keys and webhook secrets confidential, must not share a sign-in between people, and must use reasonable security on the devices and systems you use to reach the Services. We offer optional two-step verification for password sign-ins and recommend you use it.

3.4 Tell us about a compromise. You must notify us at support@clienthatch.com without delay if you believe that any credential or key has been lost or misused or that someone has accessed your Account without authority. You are responsible for all activity under your Account until you notify us and we have had a reasonable opportunity to act, except to the extent the activity was caused by our own breach of these Terms.

3.5 One organization, one Account. Unless we agree in writing, you may not open more than one Account for the same business, and you may not open a new Account after we suspend or close one.

4. The Services, and what they are not

4.1 What we do. We operate a marketplace that sells Leads to licensed buyers. Consumers complete quote forms operated by us or our affiliates. When a Lead becomes available, we run an auction across our buyers’ Campaigns, bid for you within the maximum you set, and if your Campaign wins we charge your Account and deliver the Lead into your Account and to any delivery destination you have set up.

4.2 What we are not. ClientHatch is not an insurer, not an insurance agency or broker, and not a field marketing organization. We hold no carrier appointments and have no carrier relationship on your behalf. We do not sell, solicit or negotiate insurance, and we do not recommend insurance products to consumers. Our payment is for a Lead. It never depends on whether a consumer enrolls, applies or buys.

4.3 A Lead is a contact record. A Lead is a record of a consumer who submitted a form and consented to be contacted. It is not a customer, an appointment, an application or a qualified prospect.

4.4 No performance promises. We make no representation, warranty or guarantee about contact rates, answer rates, conversion rates, persistency, commissions, income, return on spend, Lead volume or the number of Leads you will win. A consumer may not answer, may not remember submitting a form, may not qualify, may already be enrolled, may have given inaccurate information, or may decide not to buy. Estimates, forecasts, scores, dashboards, training material and marketing statements are illustrations only and are not promises.

4.5 We do not give legal or compliance advice. The Services include tools, reminders, warnings and records that may help you. They are not legal, regulatory or compliance advice and they do not make you compliant. Where the Services warn you, remind you or record something, the legal obligation remains yours. Where the Services do not warn you, you must not assume that no obligation applies.

4.6 Changes to the Services. We may add, change or withdraw any feature, product line, integration or jurisdiction at any time. We will give reasonable notice of a change that materially reduces the core Services, where practical.

4.7 Third-party services. The Services rely on third parties, including payment processors, identity verification providers, telephony and messaging providers, and license databases. Delivery destinations and integrations you connect are your own choice and responsibility. We are not responsible for the acts, omissions, availability or terms of any third party.

5. Your Balance and Promotional Credit

5.1 The Balance is prepaid, and nothing else. Your Balance is a prepayment to ClientHatch for Leads sold by ClientHatch, drawn down as you buy them. It can be redeemed only for Leads on ClientHatch (including, if you are an Agency, your own share of the price of a Lead under a Subsidy in the Agency Master Agreement). It cannot be used to pay anyone else, cannot be transferred to another customer, and if it is refunded it is refunded only to the payment method that funded it (Section 5.7). No value moves between the Accounts of different customers. It is not a deposit or bank account, earns no interest, is not held in trust or in a segregated account, and is not insured. It cannot be assigned or pledged.

5.2 Promotional Credit is not your money. Promotional Credit is granted by us at our discretion. It is never refundable, never paid out, has no cash value and cannot be transferred. It is spent before your Balance, with the credit that expires soonest spent first. It expires on the date stated when it is granted. A deposit bonus expires 180 days after it is granted. When Promotional Credit expires it is removed without notice or compensation. If a deposit that earned Promotional Credit is refunded, reversed or disputed, we may cancel the unspent Promotional Credit it earned.

5.3 What you can spend. The amount available to buy Leads is your Balance plus unexpired Promotional Credit, less any amount we hold back under Section 13. The figure shown in the Services is the figure we use.

5.4 Funding your Balance. You may fund your Balance with the payment methods we make available. Each time you do, you accept the Deposit Terms shown on that screen. Current limits are shown in the Services and may change. At the date of these Terms: every deposit must be at least $250; a single deposit may not exceed $20,000; your first deposits are limited to $500 until a settled payment is seven days old with no dispute and no fraud warning against it; an Account that has not completed verification is limited to $500 per deposit; and a deposit above $2,000 requires identity verification first.

5.5 Verification. We may require identity and business verification before accepting funds and at any time afterwards. We may limit, delay or refuse any deposit. We may block an Account because of a sanctions-screening match or a failed identity check. In our own systems we keep the result of a verification check rather than identity document images, Social Security numbers or dates of birth. If you give us your Employer Identification Number, we keep only its last four digits, its two-digit prefix and a protected (hashed) form of it, which we use to detect the same number on more than one Account. Our verification providers may hold further information under their own terms.

5.6 When we charge a saved payment method. A deposit is a one-time payment. We charge a saved payment method again only (a) under an Auto-Refill Authorization you have turned on, on the terms stated in that authorization, or (b) for an Amount Owed, under Section 5.9. You can turn auto-refill off at any time in the Services.

5.7 Refunds of unspent Balance. You may ask us to refund your unspent Balance by writing to support@clienthatch.com from the email address of the Account owner. Refunds are processed by our staff. There is no self-service withdrawal. The following rules apply:

We refund unspent Balance only. Money already spent on Leads is not refundable, except through an approved Return.
Promotional Credit is never refunded.
A refund goes back to the original payment method or methods used to fund the Balance. We do not pay refunds to a bank account, to another card or to any other person. Where the refund is larger than one deposit, we may split it across several of your earlier payments.
We will send the refund within 10 business days after we receive a valid request. Your bank or card issuer decides how quickly it reaches you.
We may reduce a refund by the payment processing fees that we paid on the refunded deposits and cannot recover from our processor. If we do, we will tell you the amount.
We will not refund a payment while it is the subject of an open dispute with your card issuer or bank, or while we hold back an amount under Section 13. We may delay a refund while we investigate suspected fraud, a sanctions match or a breach of these Terms, and we may first deduct any amount you owe us.

5.8 A Lead purchase can take your Balance below zero. Medicare Leads are sold to one buyer and are not re-offered to another buyer if a sale fails (see Section 8.3), and by the time one is sold to you the quote form may already have been given consent language naming you. For that reason, if your Campaign wins a Medicare Lead, or a Lead of any other type that we sell on the same basis, and your Balance and Promotional Credit do not cover the price and tax, we may still complete the sale. If that happens: (a) your Balance becomes negative by the shortfall; (b) that amount is due immediately; and (c) your Account is frozen at once, so that no further Lead is bought, until the shortfall is paid and we lift the freeze. Our staff lift it after review; it is not lifted automatically when you pay. This is not a loan, a line of credit or an entitlement to buy on credit. All purchases are prepaid.

5.9 Amounts you owe us. An “Amount Owed” is any negative Balance, however it arises, including under Section 5.8, a reversed or failed payment, a chargeback or dispute decided against you, a dispute fee under Section 13.4, or tax. If you have an Amount Owed:

You must pay it immediately, by making a deposit or, if your Account is frozen in a way that refuses deposits (for example during a payment dispute under Section 13.2), by contacting us at support@clienthatch.com so that we can take payment.
You authorize us to charge any payment method saved on your Account for the Amount Owed, in one or more charges, without asking you again. This authorization is separate from, and in addition to, any Auto-Refill Authorization. We will send notice to the Account email before or when we make the charge. You can withdraw this authorization for future charges by removing every saved payment method from your Account. Withdrawing it does not reduce or delay the Amount Owed.
We may set off the Amount Owed against any later deposit, any Return credit, any refund and any other amount we would otherwise owe you, and we may cancel Promotional Credit.
We may keep your Account frozen, pause your Campaigns and suspend the Services until it is paid, and we may close your Account if it is not paid within 30 days.
We charge no late fee and no interest on an Amount Owed.
If we have to take collection or legal action, you will pay our reasonable costs of collection, including reasonable attorneys’ fees, to the extent the law allows.

5.10 Dormant Accounts. If your Account has had no Lead purchase, no deposit and no sign-in by any Member for a long period, we will try to contact you at the Account email before we take any action on the Account or its Balance because of that inactivity. We handle any Balance that remains in a dormant Account as applicable law, including unclaimed-property law, requires. We do not charge an inactivity fee. We may introduce one in the future only by publishing a new version of these Terms, with advance notice as described in Section 21. Promotional Credit is not affected by this Section. It expires under Section 5.2.

5.11 Records. Our ledger is the record of your Balance, Promotional Credit and purchases. You must review your statements and tell us within 60 days of a transaction if you believe it is wrong. After that, the ledger entry is treated as correct, except in the case of our obvious error or fraud.

6. Pricing, bidding and tax

6.1 You set the maximum. You set a maximum bid for each Campaign. You authorize us to bid for you automatically, in real time, on every Lead that matches your Campaign, and to charge your Account when your Campaign wins. You are responsible for your Campaign settings, including filters, schedules, caps and budgets.

6.2 What you pay. If your Campaign wins, the price is the lowest whole-cent amount at which your bid, after any quality adjustment, still beats the next-ranked bid, but never less than the applicable price floor and never more than your maximum bid. You never pay more than your maximum bid, plus applicable sales tax.

6.3 How winners are chosen. The auction ranks bids using the bid amount and other factors, which may include your Agent Score. We may change how the auction works at any time. We do not promise that a particular bid will win or that you will receive any particular number of Leads.

6.4 Floors change. Price floors, including seasonal floors, may change at any time. A change applies only to purchases made after it takes effect.

6.5 Caps and budgets are best efforts. Caps, budgets, pacing and schedules are applied by automated systems working in real time. A Lead may occasionally be purchased slightly outside a cap, budget or schedule, for example where several auctions complete at the same moment. Such a purchase is valid and payable.

6.6 Tax. Prices do not include tax. Applicable sales tax is calculated from the business address on your Account, charged as a separate line and shown on your receipts and statements. You are responsible for keeping that address accurate and for any tax that should have been charged but was not because it was inaccurate. When a Return is approved we credit both the price and the tax charged on it.

6.7 All sales are final. Each Lead purchase is final when the Lead is sold to you. Your only remedy for a Lead you believe is defective is a Return under Section 7.

7. Returns

7.1 The Returns Policy is part of these Terms. The Returns Policy at https://clienthatch.com/returns-policy governs Returns. Where this Section and that page differ about a number, a time limit or a procedure, that page governs.

7.2 The main rules. The Returns Policy explains these rules in full:

You may file a Return within 30 days after the Lead was delivered to you.
Where our own records show that we should not have sold you the Lead (a duplicate, a Lead outside your Campaign filters, or a Lead with no Consent Record), the Return does not count against your Return Allowance. Such a Return may be approved automatically.
Other Returns count against your Return Allowance, which is 10% of what you spent on Leads purchased in a calendar month, or 15% if your Agent Score is 85 or above. They are reviewed by a person, except that a wrong-number Return for a phone number our records show the consumer verified with a text-message code when submitting the form may be declined automatically when it is filed. A Return declined that way does not count against your Return Allowance unless it is later approved on appeal, and it may be appealed.
A Return counts against the Return Allowance of the calendar month in which the Lead was purchased (in your Account’s time zone), not the month in which the Return is filed.
A Return must fit within what is left of that month’s Return Allowance in full. A Return that does not fit is declined in full, not credited in part.
Outcomes of working a Lead are not grounds for a Return. These include no answer, voicemail, a consumer who is not interested, a consumer who is already enrolled, a price the consumer would not pay, and a sale that did not close.
A declined Return may be appealed within 5 days of the decision. The appeal decision is final.

7.3 What an approved Return gives you. An approved Return credits the price you paid, including the tax charged on it, to your Balance. It is not paid in cash unless you later request a refund under Section 5.7. This is so even where you paid for the Lead with Promotional Credit.

7.4 Our decisions and our discretion. We decide Returns using our records, and our reasonable decision is final, subject to the appeal described above. We may correct or adjust an Account’s Agent Score where we reasonably believe the calculated score is wrong or is being manipulated, which can change which Return Allowance rate in the Returns Policy applies to that Account; we may withdraw automatic approval from an Account whose Returns show signs of misuse, and may decline or reverse a Return that was obtained by a false or misleading statement.

7.5 After a Return. When a Return is approved you must stop contacting the consumer and stop using the Lead.

7.6 Returns are your only remedy. A Return under this Section is your only remedy, and our only obligation, for any Lead that is inaccurate, incomplete, duplicated, unreachable or otherwise unsatisfactory.

8. Exclusive on this platform

8.1 What the phrase means. Where we describe a Lead as “exclusive on this platform”, we mean only that ClientHatch sells that Lead to one buyer on ClientHatch and does not re-offer it to another ClientHatch buyer.

8.2 What it does not mean. We make no representation about anything outside the ClientHatch marketplace. The same consumer may have submitted other forms, on our affiliates’ websites or elsewhere, may have been offered or sold through other channels, exchanges, publishers or sellers, and may have been contacted by other parties. We do not control and cannot see that activity. A consumer who was contacted by someone else is not a defective Lead.

8.3 Current practice. Whether a Lead is sold to one buyer depends on the type of Lead. At the date of these Terms, Medicare Leads (Medicare Supplement, and Medicare Advantage with Part D) are exclusive on this platform, and health insurance (ACA) Leads may be exclusive on this platform or shared with at most two other buyers, each on a different Account. Your Campaign settings show which applies to the Leads you bid for. We do not offer every type of Lead at all times (see Section 4.6). The consent language we supply to the quote form also depends on the type of Lead: for a Medicare Advantage or Part D Lead it names us and the winning buyer by legal name; for other types of Lead, including a shared Lead, it names us and refers to our licensed insurance agency partners, and does not name the buyer. We supply that language, but we do not control what a quote form displays and do not warrant that the consumer saw it (see Sections 9.2, 10.9 and 16.2). This is our current operating practice. We may change it for future purchases with notice. A change never applies to a Lead you have already bought.

9. How you may use a Lead

9.1 Limited license. When you buy a Lead, we grant the licensed person or entity that holds the Account a limited, revocable, non-transferable right to use the Lead Data for one purpose: contacting that consumer about the insurance products the consumer asked about, and servicing that consumer if they become your client. All other rights in Lead Data, the Services and our records remain with us. Once a consumer becomes your client, the information you collect from them directly is yours.

9.2 Who may rely on the consent. For a type of Lead whose consent language names the buyer (see Section 8.3), the consent language we supply to the quote form names you, and where the form shows that language, the consumer’s consent is to you, by name, and does not extend to anyone else. For other types of Lead, the consent language we supply does not name you. We do not warrant that the form displayed the language we supplied for any Lead (see Sections 10.9 and 16.2). Apart from any other buyer of a shared Lead, who relies on the consent under its own purchase, only you and your Members may contact the consumer in reliance on the consent supplied with a Lead you bought. If you are an Agency, only the Agency and the Members of its Account may do so.

9.3 What you must not do. You must not:

sell, resell, re-broker, license, syndicate, trade, transfer or share a Lead or any Lead Data with any person outside your Account, including a downline, upline, affiliate, call center, marketing organization, carrier, lead buyer or other platform, except (a) a service provider described in Section 9.4, and (b) an insurer, or the enrollment system of your contracted field marketing organization, to the extent needed to quote, submit or service an application or enrollment the consumer asked you to make; neither exception lets anyone else market to the consumer in reliance on the Lead’s consent;
use a Lead to market anything other than the insurance products the consumer asked about;
contact a consumer in the name of any person other than the legal name on your Account;
combine Lead Data with other data to build, enrich or sell marketing lists, profiles or audiences;
scrape, bulk-extract or systematically export Lead Data for any purpose other than running your own book of business; or
use a Lead after it has been Returned, after the consumer has opted out, or after we have told you to stop.

9.4 Your service providers. You may let a service provider handle Lead Data for you (for example a customer relationship management system, dialer or call recording vendor) only if it uses the data solely to provide services to you, is bound in writing to confidentiality and security duties at least as protective as these Terms, and does not use the data for its own purposes. You are responsible for everything your service providers do with Lead Data.

9.5 Calling and emailing. You may contact the consumer by telephone and email only within the scope of the consent supplied with the Lead, only as the law allows, and only within the lawful calling hours and contact limits of the consumer’s jurisdiction.

9.6 Text messages. You must not send text messages (SMS or MMS) to a consumer in reliance on the consent supplied with a Lead alone. Mobile carrier and messaging industry rules restrict the use of consent obtained by a third party. If you text a consumer, you do so under your own registered messaging program, on your own registration, under consent you have satisfied yourself is sufficient, and entirely at your own risk.

9.7 Confidentiality. Lead Data, the Consent Record, pricing, auction and Campaign information, non-public features of the Services and anything else we disclose that a reasonable person would understand to be confidential is our confidential information. You must use it only as these Terms allow, protect it with at least reasonable care, and disclose it only to Members and service providers who need it. You may disclose it where the law requires, after giving us notice where the law allows.

9.8 Security of Lead Data. You must protect Lead Data with administrative, technical and physical safeguards that are appropriate to its sensitivity and that meet the law that applies to you, including, where they apply, the Gramm-Leach-Bliley Act and its Safeguards Rule, state insurance data security laws and state privacy laws. At a minimum you must limit access to people who need it, use unique credentials, encrypt Lead Data in transit and on portable devices, and delete Lead Data you no longer need or are no longer entitled to use.

9.9 Security incidents. If you discover or reasonably suspect unauthorized access to, or loss or disclosure of, Lead Data in your possession or your service providers’ possession, you must notify us at contact@optimize.ad without undue delay and no later than 72 hours after you discover it, give us the information we reasonably ask for, take prompt steps to contain it, and make any notifications the law requires of you at your own cost. You must not name ClientHatch in a notification without our prior written approval, unless the law requires it.

9.10 Records and audit. You must keep records sufficient to show that you have complied with Sections 9 and 10, including your licenses, do-not-call procedures and scrub records, call records and recordings where the law requires them, and Scope of Appointment records. On request you must give us copies within 5 business days. We may review your use of the Services and of Lead Data at any time, and may ask you to certify compliance in writing.

9.11 Equitable relief. A breach of this Section 9 would cause us harm that money cannot adequately repair. We may seek an injunction or other equitable relief for an actual or threatened breach, without posting a bond and without proving actual damages, in addition to any other remedy.

10. Compliance obligations that sit with you

10.1 You are responsible for your own contact with consumers. For every call, email, message or other contact you or your Members or service providers make to a consumer, you are the caller, the seller and the telemarketer for the purposes of the law. We are not. You, and not ClientHatch, are responsible for complying with all laws that apply to that contact and to your marketing and sale of insurance.

10.2 Telephone and telemarketing laws. You must comply with the Telephone Consumer Protection Act and its regulations, the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing and “mini-TCPA” laws, state telemarketer registration and bonding requirements, calling-hour and call-frequency limits, caller identification rules, and rules on autodialers, prerecorded or artificial voices and call abandonment. You must make your own decision about whether the consent supplied with a Lead is sufficient for the way you intend to contact the consumer.

10.3 Do-not-call. You must honor the National Do Not Call Registry, state do-not-call lists and your own internal do-not-call list as the law requires. You represent that you maintain written do-not-call procedures, that you train your staff on them, that you maintain an internal do-not-call list, and that where the law requires you to scrub against the National Do Not Call Registry you do so at least every 31 days using registry access that lawfully covers you.

10.4 Medicare marketing rules. Medicare Leads may result in the marketing of Medicare Advantage or Part D plans. If you market or sell those plans, you are a Third-Party Marketing Organization (“TPMO”) under the Centers for Medicare & Medicaid Services rules at 42 CFR 422.2260 and following and 42 CFR 423.2260 and following, and you must comply with those rules and with your carriers’ requirements. By buying a Medicare Lead you confirm, and agree to keep true for as long as you hold that Lead, that you and each Member who contacts the consumer hold an active insurance producer license in the consumer’s state, that you are appointed, contracted and certified to sell each plan you discuss, and that the numbers you entered for the disclaimer generator under Section 10.6 are accurate and current. Among other things you must, where the rules require it:

give the required TPMO disclaimer, word for word, accurately and at the required times;
obtain and document a Scope of Appointment before a personal marketing appointment;
record marketing, sales and enrollment calls in full and keep the recordings for the period the rules require;
use only marketing materials and scripts that have been submitted and approved as required;
not share or transfer a beneficiary’s personal information to any other TPMO without the beneficiary’s prior express written consent to that specific entity; and
comply with the limits on agent and broker compensation and on unsolicited contact.

10.5 Our reminders do not enforce these rules. The Services may show a reminder about a Scope of Appointment, a calling window, a daily contact limit or a similar rule, and may disable some of our own contact controls. These features are conveniences. They do not check every rule, they may not appear for every Lead, and they do not prevent you from contacting a consumer by other means. Whether or not a reminder appears, the obligation and the consequences are yours.

10.6 The disclaimer generator. The Services can generate the standard Medicare disclaimer from the numbers of organizations and products you enter. You are responsible for entering accurate numbers, for keeping them current, and for delivering the disclaimer to consumers.

10.7 Insurance law. You must comply with all insurance laws and regulations that apply to you, including licensing and appointment requirements in each state where you sell, suitability and replacement rules, advertising rules, and rules against misrepresentation, rebating and unfair trade practices. You must identify yourself truthfully to consumers and must not suggest that you call from, or are endorsed by, Medicare, a government agency or ClientHatch.

10.8 Opt-outs, revocations and deletion requests. A consumer may withdraw consent or ask to be deleted at any time. You must comply with the following:

If a consumer tells you to stop contacting them, by any reasonable means, you must stop immediately, add them to your internal do-not-call list, and record the opt-out in the Services within one business day so that we can apply it.
When we record a suppression, revocation or deletion for a consumer, the Services apply it to your Account at once and our contact controls stop offering that consumer. We also send a notice to delivery destinations that received the Lead. We cannot reach into your systems or undo a delivery you have already received.
When we notify you of a suppression, revocation or deletion, you must stop all contact with that consumer immediately and, within 5 business days, apply it in every system, list and service provider into which the Lead was exported. For a deletion request you must delete the consumer’s personal information from those systems unless the law requires you to keep it.
You must not contact a suppressed consumer again unless the consumer gives you new consent directly.

10.9 Keep the Consent Record. We make available in the Services, with each Lead, the Consent Record our systems captured for it, as captured, subject to Section 10.10. That is our only commitment about consent. Where the quote form supplied a link to a third-party consent certificate, we store that link. We do not claim, purchase or guarantee the continued availability of third-party certificates, and a certificate link may expire. You should download the Consent Record for each Lead you intend to contact and keep it for as long as you may need to defend a complaint about your contact with that consumer.

10.10 What we keep. We keep Consent Records, and the Lead record they belong to, for at least five years after the Lead was created, and we may keep them longer. If a consumer asks us to delete their personal information, we remove the consumer’s name, email address and telephone number from the Lead record, including the Lead in your Account, but we keep the Consent Record, because it is the evidence that protects you and us. A proof-of-consent document generated from the Consent Record before the request may still show those details, and you may still be able to download it. We may give a Consent Record to the consumer, a regulator, a carrier, a court or an opposing party where we consider it appropriate. We do not promise you access to any of this for any period, and you must not rely on the Services as your system of record.

10.11 Complaints and legal demands. You must notify us within 2 business days at contact@optimize.ad if you receive a consumer complaint, a demand letter, a lawsuit, a subpoena or a regulator’s or carrier’s inquiry that relates to a Lead or to your contact with a consumer whose Lead you bought, and you must cooperate with our reasonable requests. We monitor complaints about buyers and may act on them under Section 13.

10.12 Insurance. You will keep in force errors and omissions insurance appropriate to your business and give us proof of it on request.

11. Acceptable use

11.1 Rules. You must not, and must not allow anyone else to:

give us false, misleading or incomplete information, including in a Return, an appeal, a compliance statement or a verification check;
use the Services while unlicensed, or let an unlicensed person contact consumers;
file Returns in bad faith, or use Returns or payment disputes to obtain Leads without paying for them;
interfere with, probe, overload or bypass the security, rate limits or access controls of the Services, or access another customer’s data;
reverse engineer the Services or the auction, or use automated means to extract pricing, bid or demand information, except through the API we provide and as its documentation allows;
harass, deceive, threaten or abuse consumers or our staff;
use the Services to build or improve a competing lead marketplace; or
use the Services in breach of any law or of the rights of any person.

11.2 Your content. You are responsible for the notes, files, templates, destination settings and other content you put into the Services. You must not upload content you are not entitled to share. You grant us the right to host and process that content to provide the Services.

11.3 Feedback and usage data. We may use feedback you give us without restriction. We may use information about how the Services are used, including Lead outcomes and dispositions you record, to operate, price, secure and improve the Services and the supply of Leads.

12. API access and webhooks

12.1 Keys are yours to protect. An API key is shown once, when it is created, and a webhook signing secret is shown once, when it is created or rotated. We keep only a hashed form of an API key, which lets us verify it but not recover it. We keep a webhook signing secret in encrypted form, because we need it to sign the webhooks we send you, but the Services do not show it again. You are responsible for every request made with a key issued under your Account, including by anyone who obtains it.

12.2 Scopes and limits. Keys carry only the scopes we offer. We apply rate limits and may throttle, suspend or revoke a key or an Account’s API access at any time.

12.3 Webhooks. Our webhook messages contain identifiers rather than consumer contact details. You must verify the signature on every webhook before acting on it and must not treat a webhook message as the consumer record.

12.4 No resale of the API. You must not offer our API, or data obtained through it, as a service to anyone else.

12.5 Delivery destinations. If you tell us to send Leads to a destination you choose, such as your own system or a third-party tool, you are responsible for that destination, for its security, and for what happens to Lead Data once it arrives. A failed or delayed delivery to a destination is not grounds for a Return, because the Lead remains available in your Account.

13. Payment disputes, freezes, suspension and termination

13.1 Talk to us before you dispute a charge. If you believe a charge is wrong, you agree to contact us at support@clienthatch.com and to use the Returns process or request a refund first, and to give us at least 10 business days to resolve the matter, before you ask your card issuer or bank to reverse the charge. This does not limit any right you have under law or card network rules that cannot be waived.

13.2 A payment dispute freezes things in stages. If a payment to us is disputed, if we receive a fraud warning about a payment, or if a fraud review opens on a payment, we may do the following:

First stage: switch off auto-refill, refuse new deposits, and hold back from your spending an amount equal to your open disputes. Your Campaigns keep running against the rest of your Balance.
Second stage: freeze your Account in full and pause every Campaign. We do this where your bank withdraws disputed funds that exceed your Balance, where a fraud warning is received on a payment that is already disputed, where your Balance is negative, or where a fraud review we open concludes that your Account should be frozen.

13.3 Lifting a freeze. A freeze may be reduced automatically when a dispute is resolved. A freeze is removed completely only after review by our staff, unless every dispute has been resolved in our favor and nothing else is outstanding.

13.4 If you lose a dispute. If a dispute is decided against you, or you withdraw it, the charge stands. You will reimburse us for the dispute fee our payment processor charged us for that dispute. We may deduct that fee from your Balance or treat it as an Amount Owed. If a dispute is decided in your favor for Leads you received and did not Return, the disputed amount is an Amount Owed.

13.5 You authorize us to defend a dispute with our records. If a payment is disputed, you agree that we may give your card issuer, your bank and our payment processor: the version of these Terms and of the Deposit Terms you accepted and the record of your acceptance; any Auto-Refill Authorization you accepted; a list of the Leads delivered against the disputed funds with times and prices; the sign-in and access history of your Account; and the ledger history of your Account.

13.6 When we may suspend or limit your Account. We may suspend, limit or freeze your Account, pause Campaigns, refuse deposits or withhold Leads, immediately and without prior notice, where in our reasonable judgment: you have breached these Terms; a license has lapsed or been restricted; we receive complaints about your conduct from consumers, carriers or regulators; a regulator, carrier or litigant contacts us about you; a verification or sanctions check fails; your Returns, disputes or activity suggest fraud or misuse; you have an Amount Owed; or your conduct exposes consumers, other customers or us to risk of harm or liability. We will tell you the reason unless the law or a risk of harm prevents it. Our internal review thresholds are not published. A person, not an automated rule, decides a conduct-based suspension.

13.7 Closing your Account. You may close your Account at any time by writing to support@clienthatch.com from the Account owner’s email address. We may close your Account, or end these Terms, on 30 days’ notice for any reason, or immediately for any reason listed in Section 13.6.

13.8 What happens on closure. When an Account is closed: your Campaigns stop; your right to use the Services ends; any unspent Balance is refunded under Section 5.7, after deducting any Amount Owed; Promotional Credit is canceled; and an Amount Owed remains payable. If we close your Account because of fraud, a breach of Section 9 or Section 10, or unlawful conduct, we may hold your Balance for up to 180 days as security for chargebacks, claims, fines and other liabilities arising from your use of the Services, and may apply it to them. Your duties about Leads you have already received continue.

14. Support access to your Account

14.1 Our staff may sign in to help you. To provide support, our authorized staff may open a support session inside your Account. When they do: a reason and a support ticket reference are recorded; the session is time-limited; a notice is displayed in the Services throughout the session; actions are attributed in our audit records to the staff member, except that the record of a consumer’s contact details being opened does not always say who opened them; and after the session ends we try, for up to seven days, to send an email notice to the user whose access was used, saying that a staff member signed in and stating when the session started, how long it lasted, the reason, the ticket reference and how many actions were taken. The notice does not name the staff member. If our email service is unavailable for that whole period, no notice is sent.

14.2 What staff cannot do in a support session. While signed in to your Account in a support session, our staff cannot: accept these Terms; make a deposit; add or change a payment method; turn on or change auto-refill; issue a refund; change your sign-in credentials; manage your API keys; export or import Leads; manage your Members; manage your delivery destinations; complete your onboarding; make a compliance statement on your behalf; manage your licenses; assign an agency wallet; request an electronic signature; or delete anything. These limits are enforced by the Services.

14.3 Other staff actions. Outside a support session, our staff may view your Account and take administrative actions under these Terms, such as deciding Returns, processing refunds, applying or lifting a freeze, verifying licenses and applying suppressions. These actions are recorded.

15. Privacy, data roles and communications

15.1 Privacy Policy. The Privacy Policy at https://clienthatch.com/privacy describes how we handle personal information about you and your Members, and about the consumers whose Leads we sell.

15.2 Independent parties. For Lead Data, you and we each decide independently how and why we use the personal information we hold. Each is separately responsible for its own compliance with privacy, data security and insurance information laws. You are not our service provider or processor, and we are not yours. A Lead is disclosed to you because the consumer directed and consented to that disclosure, in the consent language described in Section 8.3. No separate data processing agreement applies between us at this time. Sections 9, 10 and 15 are the data terms between us.

15.3 Consumer requests. If a consumer sends you a privacy request about data you received as a Lead, you are responsible for responding as the law requires of you. If the request is about ClientHatch, or you cannot tell, forward it to contact@optimize.ad within 2 business days.

15.4 Electronic communications. Section 22.2 records your agreement to receive notices, receipts, agreements and other records electronically. You must keep the email address on your Account, and any mobile number you give us, current and under your control. Section 22.9 says when a notice we send you is treated as received.

15.5 Service messages. We send messages about your Account and your transactions, including receipts, Lead alerts, security notices, legal notices and the support-access notice described in Section 14.1. You cannot opt out of these while your Account is open, except that you can choose in your notification settings which channels, if any, deliver Lead alerts.

15.6 Marketing email. We may send you marketing email. You may opt out at any time by using the unsubscribe link in any marketing email or by writing to contact@optimize.ad. We honor opt-outs within 10 business days. Opting out of marketing email does not stop service messages.

15.7 Text alerts, push notifications and verification calls. Text alerts and push notifications are optional and are sent only after you turn them on in your notification settings. Agreeing to these Terms is not consent to receive text alerts. Message and data rates may apply to texts. Reply STOP to cancel and HELP for help. When you press a button asking us to verify a phone number, you agree to receive a one-time code at that number by text message or, if you choose it, by an automated voice call.

15.8 Alerts are a convenience. A Lead is delivered when it is made available in your Account. A delayed or missing alert does not change the price of a Lead, does not make a Lead returnable and does not extend any deadline in these Terms or the Returns Policy.

15.9 Lead Data in messages. Some messages contain Lead Data. Every restriction in these Terms on using, sharing, securing and deleting Lead Data applies to those messages, and you are responsible for the mailboxes and devices that receive them.

16. Disclaimer of warranties

16.1 The Services and Leads are provided as they are. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL LEADS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT AND ACCURACY, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

16.2 Specific disclaimers. WITHOUT LIMITING SECTION 16.1, WE DO NOT WARRANT THAT: (A) ANY LEAD IS ACCURATE, COMPLETE, CURRENT, REACHABLE, QUALIFIED OR INTERESTED; (B) THE CONSENT SUPPLIED WITH A LEAD IS SUFFICIENT FOR ANY PARTICULAR METHOD OF CONTACT OR UNDER ANY PARTICULAR LAW; (C) A CONSUMER’S NUMBER IS NOT ON A DO-NOT-CALL LIST, HAS NOT BEEN REASSIGNED, OR IS NOT A WIRELESS NUMBER; (D) YOU WILL WIN ANY NUMBER OF LEADS OR EARN ANY RESULT; (E) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (F) ANY TOOL, REMINDER, SCORE, ESTIMATE OR RECORD IN THE SERVICES IS COMPLETE OR CORRECT OR WILL MAKE YOU COMPLIANT WITH ANY LAW.

16.3 Your own judgment. You are an insurance professional. You have decided for yourself that the Services and the Leads are suitable for your business, and you have not relied on any statement that is not in these Terms.

17. Limitation of liability

17.1 No indirect damages. TO THE FULLEST EXTENT THE LAW ALLOWS, WE AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST COMMISSIONS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITY, LOST GOODWILL OR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE WERE TOLD THAT THE DAMAGE WAS POSSIBLE.

17.2 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR ANY LEAD WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CLIENTHATCH FOR LEADS, NET OF RETURN CREDITS AND REFUNDS, IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM FIRST OCCURRED, AND (B) US $500.

17.3 What the limits do not affect. Sections 17.1 and 17.2 do not limit: (a) our obligation to refund your unspent Balance under Section 5.7; (b) liability that the law does not allow to be limited; or (c) your payment obligations and your obligations under Section 18, which are not capped.

17.4 Basis of the bargain. The prices of Leads reflect these limits. The limits apply even if a remedy fails of its essential purpose, and they apply to every claim, whether in contract, tort (including negligence), statute or otherwise.

17.5 Time limit for claims. To the extent the law allows, any claim you have against us must be brought within two years after the claim arose, or it is permanently barred.

18. Your indemnity

18.1 What you will cover. You will defend, indemnify and hold harmless ClientHatch, Optimize Inc, and our affiliates, officers, directors, employees, agents and suppliers from and against all claims, demands, investigations, proceedings, losses, damages, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to:

any contact or attempted contact with a consumer by you, your Members or your service providers, including any claim under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, do-not-call laws or state telemarketing laws;
your marketing, solicitation or sale of insurance, including any claim under the Medicare marketing rules, state insurance laws or carrier requirements;
your use, disclosure, storage or loss of Lead Data, including any resale or sharing of a Lead and any security incident affecting Lead Data in your or your service providers’ possession;
any text message you send to a consumer;
any act or omission of your Members, service providers, Downline Agents (as defined in the Agency Master Agreement) or anyone using your Account or your credentials;
any inaccurate statement you made to us, including about your licenses, your legal name or your compliance practices;
your breach of these Terms or of any law; and
any tax, other than tax on our income, arising from your purchases.

18.2 Scope. YOUR OBLIGATIONS UNDER THIS SECTION 18 APPLY EVEN IF A CLAIM ALLEGES THAT CLIENTHATCH IS LIABLE, IN WHOLE OR IN PART, FOR HAVING SUPPLIED THE LEAD OR THE CONSENT, OR ALLEGES NEGLIGENCE BY CLIENTHATCH. They do not apply to the extent a court or arbitrator finally decides that the loss was caused by our gross negligence or willful misconduct. They also do not apply to the extent a loss was caused by our selling you a Lead for which our systems held no Consent Record.

18.3 Procedure. We will tell you about a claim within a reasonable time. A delay relieves you only to the extent it harms your defense. We may choose our own counsel and control the defense and settlement of any claim against us, at your expense. You must not settle a claim in a way that admits fault on our part or imposes any obligation on us without our written consent.

19. Dispute resolution, arbitration and class action waiver

19.1 Informal resolution first. Before starting an arbitration or a court case, the party with a claim must send the other a written notice describing the claim, the facts and the relief sought. Notices to us go to contact@optimize.ad with the subject line “Notice of Dispute”. Notices to you go to the Account email. A notice must be individual to one Account, state the Account’s legal name and Account email, describe the specific Leads or charges in dispute, and be signed by the Account owner (or, for a notice from us, by an authorized officer). A notice that does not meet these requirements does not start the 60-day period. The parties will try in good faith to resolve the claim for 60 days after a valid notice is received. Any limitation period is paused during those 60 days. Neither party may start an arbitration or court case before the 60 days end, except to seek the relief described in Section 19.5.

19.2 Agreement to arbitrate. If the claim is not resolved, you and we agree that any dispute, claim or controversy arising out of or relating to these Terms, the Services, any Lead or the relationship between us, will be resolved only by final and binding arbitration, and not in court, except as stated in Section 19.5. The arbitrator decides all questions of arbitrability, except that only a court may decide whether Section 19.4 or Section 20.3 is enforceable or has been breached.

19.3 Rules, seat and arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules in force when the arbitration is started. There will be one arbitrator. The seat and place of arbitration is Austin, Texas, although hearings may be held by video or telephone where the rules allow. The Federal Arbitration Act governs this Section 19. The arbitrator may award any relief a court could award to an individual party, must follow these Terms, and must give a written decision with reasons. Judgment on the award may be entered in any court with jurisdiction. Each party pays its own attorneys’ fees and its share of arbitration fees as the rules provide, unless these Terms or the law provide otherwise. For a claim you bring of US $10,000 or less, we will pay the AAA filing, administrative and arbitrator fees above the amount you would pay to file a claim in a Texas court, and you may choose a hearing by video, by telephone or on documents only. You are never required to travel to Austin for such a claim.

19.4 Class action waiver in arbitration. YOU AND WE EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT COMBINE THE CLAIMS OF MORE THAN ONE CUSTOMER AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. SECTION 20.3 ALSO APPLIES. If this Section 19.4 is found unenforceable for a particular claim or remedy, that claim or remedy (and only that one) will be decided in court under Section 20 after all arbitrable claims have been decided, and the rest of this Section 19 will remain in force.

19.5 Exceptions. Despite Section 19.2: (a) either party may bring an individual claim in small claims court if it qualifies; (b) either party may ask a court for an injunction or other equitable relief to protect its intellectual property or confidential information, including Lead Data; and (c) we may bring a court action to collect an Amount Owed or another amount that you do not dispute in good faith.

19.6 Confidentiality. Each party will keep the arbitration confidential, except as needed to prepare its case, to enforce or challenge an award, to comply with law, or to report to a regulator.

19.7 Survival. This Section 19 continues after your Account is closed.

19.8 Your right to opt out. You may opt out of Sections 19.2 and 19.3 by sending written notice to contact@optimize.ad within 30 days after you first accept these Terms. The notice must come from the Account owner’s email address and must state the legal name on your Account and that you opt out of arbitration. If you opt out, disputes will be decided in court under Section 20. Opting out does not affect Section 19.4, Section 20.3 or any other part of these Terms. If we change this Section 19 in a later version, you may reject that change by the same method within 30 days after you accept the later version, in which case the earlier version of this Section continues to apply.

20. Governing law and courts

20.1 Governing law. These Terms, and any dispute arising out of or relating to them, the Services or any Lead, are governed by the laws of the State of Texas, without regard to its conflict of laws rules, and by the Federal Arbitration Act where it applies.

20.2 Courts. Any claim that is not subject to arbitration must be brought only in the state or federal courts located in Travis County, Texas. You and we each consent to the personal jurisdiction of those courts and waive any objection to venue there.

20.3 Waivers that apply in court. WHETHER OR NOT A CLAIM IS ARBITRATED, AND EVEN IF YOU OPT OUT OF ARBITRATION UNDER SECTION 19.8, YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT THE LAW ALLOWS, (A) ANY RIGHT TO A TRIAL BY JURY AND (B) ANY RIGHT TO BRING OR JOIN A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

21. Changes to these Terms

21.1 New versions. We may change these Terms by publishing a new version. A published version is never edited. A change is always a new version with its own version label.

21.2 Notice and acceptance. When we publish a new version, we will send notice by email to the Account email, with a link to the new version. The new version applies to you from the date set by Section 21.3 or, if earlier, from the moment the Account owner accepts it.

21.3 Continued use. If the Account owner has not accepted the new version within 30 days after we send the email notice described in Section 21.2, then to the extent the law allows, your continuing to use the Services after that date (including making a deposit or leaving a Campaign active so that it buys a Lead) is acceptance of the new version. We may also require acceptance before you make a deposit, buy Leads or otherwise continue to use the Services. If you do not agree to a new version, you must stop using the Services and may close your Account under Section 13.7.

21.4 Which version governs. Each deposit and each Lead purchase is governed by the version of these Terms that was in effect for you when it was made. Our records carry a version label on each Lead purchase and on most deposits. If a record carries no label, or a label that differs from the published version that was in effect for you at that time, the published version governs. A new version does not change the terms of a purchase already made.

21.5 Changes to other documents. We may update the Returns Policy, the Privacy Policy and the Deposit Terms by publishing a new version, and we will give notice of a material change in the way Section 21.2 describes. A change to the Returns Policy applies to Returns filed after it takes effect. It does not take back a credit already approved or reverse a Return already decided. New Deposit Terms apply to deposits made after you accept them. A change to an Auto-Refill Authorization requires you to accept a new authorization.

22. General

22.1 Entire agreement. These Terms, including the documents listed in Section 1.5, are the entire agreement between you and us about the Services and replace all earlier discussions, proposals and statements about them. Nothing in our marketing, training or support communications is a term of this agreement.

22.2 Electronic records and signatures. You agree to do business with us electronically. You consent to receive these Terms, notices, receipts, statements, disclosures and other records in electronic form, by email or in the Services, and you agree that they satisfy any legal requirement that a communication be in writing. You agree that ticking a box, clicking a button, typing your name or using an electronic signature service has the same legal effect as a handwritten signature, under the federal Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as adopted in Texas. To receive and keep electronic records you need a current web browser, an email account and the ability to save or print. You may withdraw this consent only by closing your Account. You may ask for a copy of a record by writing to support@clienthatch.com.

22.3 Our records. You agree that our records of your acceptance of these Terms, your Campaign settings, the auctions, Lead deliveries, Consent Records and ledger entries are admissible and are evidence of the matters they record, unless you prove an error.

22.4 Independent contractors. You and we are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise or employment relationship. You are not our agent, and we are not yours. You have no authority to bind us.

22.5 No third-party beneficiaries. These Terms are for the benefit of you and us only. No consumer, carrier or other person has any right under them, except that the persons named in Sections 17 and 18 may rely on those Sections.

22.6 Assignment. You may not assign or transfer these Terms, your Account, your Balance or any Lead, by contract, change of control, operation of law or otherwise, without our prior written consent. We may assign these Terms, in whole or in part, to an affiliate or to a successor to our business or assets. These Terms bind and benefit permitted successors and assigns.

22.7 Events outside our control. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including failures of third-party payment, telephony, hosting, network or data providers, changes in law or regulatory action, acts of government, natural disasters, epidemics, labor disputes, cyber attacks and failures of Lead supply.

22.8 Severability and waiver. If any part of these Terms is found unenforceable, it will be enforced to the greatest extent the law allows and the rest will remain in force, subject to Sections 19.4 and 20.3. A failure or delay by us in enforcing a right is not a waiver of it. A waiver is effective only if it is in writing and signed by us.

22.9 Notices. We may give you notice by email to the email address on your Account or by a message in the Services. A notice by email is treated as received on the business day after it is sent, whether or not you read it. Except where these Terms name another address for a particular request, you must give us notice by email to contact@optimize.ad, from the Account owner’s email address. A legal notice to us must also be sent by mail or courier to Optimize Inc, 2306 Lake Austin Blvd, Austin, TX 78703, and is effective when the mailed copy is received.

22.10 Survival. The following continue after your Account is closed or these Terms end: Sections 5.7 to 5.11, 6.6, 6.7, 7.5, 7.6, 8.2, 9, 10, 11.3, 13.4, 13.5, 13.8, and 15 to 22, together with any other term that by its nature should continue.

22.11 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. These Terms are written in English, and the English version governs. These Terms are not to be interpreted against either party because that party drafted them.

23. Contact

Support, including questions about your Account, deposits, refunds and Returns: support@clienthatch.com.

Privacy requests, legal notices and questions about these Terms: contact@optimize.ad.

Optimize Inc, 2306 Lake Austin Blvd, Austin, TX 78703.