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This is an agreement between DrivingLeads.com, LLC, a New York limited liability company with its principal place of business at 112 West 34th Street, Suite 1207, New York, NY 10120 (the "Company"), and You (as indicated in contact information entered above) ("Dealer"). 1. The Dealer hereby engages the Company, for a term of one (1) year from the date hereof, to provide auto loan credit application services ("Leads"), originating in the zip code locations communicated by the Dealer to a DrivngLeads.com staff member. Either party may terminate this Agreement at any time during the term. The Company makes no guarantee to the Dealer with regard to application quality, however will, after a review and verification process, replace leads that are deemed duplicate or fraudulent. The Dealer is required to notify the Company in writing in the event that there is a change of name, ownership, address and/or any other circumstance that would affect the terms of this Agreement. This Agreement and all outstanding Dealer obligations will automatically transfer to the new ownership unless services are cancelled in advance under the terms of this Agreement and the account balance is paid in full. The company reserves the right to terminate this account if it is inactive due to lack of replenishment for more than 30 days from date of last application received. 2. The Dealer shall purchase and pay the Company $1400 in advance for each block of 50 completed applications in the zip code locations designated herein, with the initial payment for the first 100 Leads due upon signing. If the Company is unable to deliver the above noted volume of leads, any unused portion of such pre-payment, after deduction of $28.00 for each Lead delivered prior to cancellation or termination, shall be returned to Dealer. Lead pricing is subject to change with 30 days notice. 3. If the Dealer shall breach any of the terms, conditions, or provisions herein contained, or, if bankruptcy or insolvency proceedings shall be commenced by or against it, or if a receiver of the property or business of the Dealer shall be appointed, the Company may, in addition to any other remedies, disconnect or cut off the leads specified in paragraph 1, or re-sell them to other Dealers. The Dealer shall be responsible for payment for all Leads delivered within 7 days following termination or cancellation. The Dealer shall pay all costs incurred by the Company to collect account balances owed by Dealer hereunder-including attorney's fees and expenses and court fees if any. 4. The Company does not assume and expressly disclaims any liability for any acts or omissions of the Dealer or the Dealer's agents or employees. The Dealer agrees to adequately protect the personal information contained in the Leads from unwarranted disclosure, agrees to comply with all privacy, fair credit and other laws and regulations applicable to the Leads, and agrees that it will not use or resell the Leads or the personal information contained therein for purposes other than providing the auto financing services as contemplated herein. The Dealer hereby releases the Company and agrees to indemnify the Company and its affiliates and hold them harmless from any and all claims against the Company of any kind or nature whatsoever, arising out of or resulting from the use of Leads hereunder, including any expenses and attorney's fees which the Company may incur in defending such claims. 5. No delay or failure by the Company or the Dealer to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. A waiver of default shall not be a waiver of any other or subsequent default. 6. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with this Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State Court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction. 7. The Dealer shall pay the Company's costs and expenses, including attorney's fees, incurred by it in exercising any of its rights and remedies hereunder or enforcing any of the terms, conditions, or provisions hereof. 8. This Agreement contains the entire agreement between the parties. No modification of this Agreement shall be effective unless in writing and executed by an executive officer of the Company.
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