This Buyer Agreement ("Agreement") is made by and between Integrate.com, Inc. ("Integrate.com"), and you ("You" or "Buyer"). Integrate.com operates the "Next Generation Advertising Marketplace" ("Marketplace") on its website at www.integrate.com (the "Website").

1. INTRODUCTION

1.1  The Marketplace facilitates the exchange of information about potential customers who have indicated an interest in particular types of goods or services (hereinafter referred to as a "Lead"). A "Lead" is defined as a specific request made by a consumer for a specific product or service.

1.2  Participants in the Marketplace include "Buyers" and "Sellers." Each "Seller" uses the Marketplace to market and sell Leads. Each "Buyer" uses the Marketplace to purchase Leads from Sellers. Integrate.com collects a service fee from each transaction between Buyers and Sellers.

2. PARTICIPATION IN PROGRAMS

2.1  If you are accepted by Integrate.com as a Buyer (in Integrate.com's sole and absolute discretion), you will abide by the terms and conditions of this Buyer Agreement. So long as you remain a member of the Buyer program, you will have the opportunity to purchase Leads from Sellers subject to the terms and conditions of this Buyer Agreement and other rules and requirements set forth by Integrate.com on its Website.

2.2  Details of a Buyer program will be available through the Website, including without limitation rules and requirements governing the use of Leads, and the fee(s) charged by Integrate.com for your participation in and use of the Marketplace.

2.3  All campaigns created by Buyer on Integrate.com are binding and shall be treated as signed Insertion Orders for each campaign. An "Insertion Order" is defined as: (i) the communications between the Buyer and the Seller that end in their mutual agreement on the price for Leads as outlined in the buyer’s Campaign; and (ii) includes targeting criteria, total volume, and start and end dates for a particular campaign. Both the Buyer and the Seller acknowledge that all "Insertion Orders" are legally binding and enforceable as to each and other and by Integrate.com.

2.4  Buyer acknowledges that campaign details, budgets, targeting and pricing are all elements within Buyer’s control and that by activating any such campaign Buyer is giving full permission to the selected Sellers to market the campaign in accordance with the Campaign Details set forth by the Buyer through their account with Integrate.com. No Insertion Orders are necessary for Lead purchases or sales through Integrate.com as all campaigns are created and activated by the Buyer in their sole discretion.

3. PAYMENT AND PAYMENT LIABILITY

3.1  Invoices and Payment Date: The initial invoice will be sent by Integrate.com to the Buyer upon completion of the first month’s delivery of Leads. The Buyer will have until the 15th of the subsequent month to return Invalid Leads. An "Invalid Lead" includes, but is not limited to, a Lead that: (i) has invalid or erroneous contact information; (ii) does not match the target criteria for the campaign in which it was generated; (iii) has been previously provided, i.e. a duplicate Lead; and (iv) the consumer denies requesting the service for which the Lead was allegedly generated. Buyer agrees and acknowledges that Integrate.com has the sole and absolute discretion to deem a Lead valid or invalid. Billing statistics will be made final each month at 5:00 p.m. Arizona time. Payment is to be made within 15 days thereafter by the Buyer to Integrate.com. Sellers will be paid 30 days after the initial invoice is sent to the Buyer. However, no payment will be made by Integrate.com to any seller until Integreate.com has received payment from the Buyer.

3.2  Late Fees and Payments: A fee of 18% APR will be charged to the Buyer for any and all late payments. If payment is not made by Buyer to Integrate.com within 90 days of the initial due date, Buyer’s information may be released by Integrate.com to Seller for collection attempts to be made by Seller for all funds due to Seller from Buyer.

3.3  Buyers Payment Liability: Both Buyer and Seller understand that Buyer is Integrate.com’s disclosed principal and Integrate.com, as a technology provider, has no obligations relating to such payments, either joint or several. Buyer agrees that it is solely liable for any and all charges incurred by its Campaign. Buyer acknowledges that it is solely responsible for all payments due and payable to Seller via Integrate.com. Buyer agrees to protect, indemnify, defend and hold Integrate.com and its officers, employees and agents harmless for any and all payments due by Buyer to Seller incurred during Buyer’s campaign. Buyer further agrees that any dispute regarding the validity of a Lead and the non-payment of that Lead is the sole responsibility of Buyer. Should a dispute arise regarding Buyer’s non-payment for allegedly "invalid" Leads, the dispute is solely between the Buyer and Seller, and not with Integrate.com.

If client is not approved for NET30 terms they will be placed on tiered payment method.

Tiered Payment Terms: Payment will be due NET30 from the initial lead report date. Should the client choose to opt into a tiered payment system, Integrate will have the right to charge the client’s credit card if the outstanding amount exceeds the approved Spending Limit. Integrate.com will increase the Spending Limit with each successful charge. If the charge is unsuccessful, Integrate.com will pause all account activity until payment for the full outstanding amount is received. If at any point in time the client exceeds their current credit limit, Integrate reserves the right to pause their campaigns.

To see Seller’s obligations and liabilities to Buyer see Seller Agreement: Terms & Conditions

3.4  Escrow Accounts: As a Buyer you may be required by either a Seller or Integrate.com to fund your Integrate.com Escrow Account prior to Lead delivery for a campaign. An escrow balance may be applied to a campaign as a whole, in which case allocation will be on a first come first serve basis, or to an individual Seller. All funds transferred to this account are held by Integrate.com until the completion of each billing cycle (12:01am of the 16th of the subsequent month). At that time funds will be released to the Seller(s) for all valid Leads generated by the Seller(s) during the previous month. Any remaining balance may be withdrawn by the Buyer at any time assuming no further valid Leads have been generated. In the event of a dispute, the funds will be held until the Buyer and Seller have resolved their dispute. If no resolution can be reached, Integrate.com may act as a third party mediator to reach a settlement between the Buyer and Seller. At no point in time will Integrate.com become liable to either the Buyer or Seller for funds held or released from Buyer’s escrow account.

4. REPORTING

4.1  Seller must, within 2 business days of the start date on the Campaign, provide confirmation to Integrate.com, either electronically or in writing, stating whether the components of the Campaign have begun delivery.

4.2  Upon initiation of a Campaign, reporting shall be provided by Integrate.com to Buyer and Seller. Reporting consists of the Lead count provided by Seller(s) to Buyer, the number of Invalid Leads returned by Buyer and the final billable Leads as defined in Section 3.1 above. All billing shall be based on reporting provided by Integrate.com and on Integrate.com’s final billable Leads. Should a Buyer or Seller dispute Integrate.com’s final billable Lead count, Integrate will meet and confer with the parties to attempt to discover the basis for and to resolve the discrepancy.

4.3  If Integrate is unable to resolve the discrepancy regarding the final billable Lead count, Buyer and Seller agree, acknowledge and accept that such a dispute must be resolved between the Buyer and the Seller. Intergrate.com will provide an explanation of how all Invalid Leads and final billable Leads were determined in order to help resolve the dispute. Should any legal action be taken to resolve a dispute over the validity of Leads and the final billable Leads figures, said dispute is solely between the Buyer and Seller, and not with Integrate.com.

5. TELEPHONE GENERATED LEADS

5.1  Cost Per Inbound Call: A Cost Per Inbound Call is defined as a telephone call Lead generated by the Seller in compliance with the parameters set by the Buyer in their Campaign on Integrate.com and/or Insertion Orders between the Buyer and Seller. The cost for each valid Inbound Call Lead will be agreed to by the Buyer and Seller. The parameters for what constitutes a valid Inbound Call are: (i) the calls duration and (ii) that the call was generated by an approved methodology. All calls are recorded by the call.integrate Marketplace and can be accessed by both the Buyer and Seller should a dispute arise regarding the validity of any particular Inbound Call Lead.

5.2  Live Transfer Calls: A Live Transfer Call is defined as a successful transfer of both a potential customer to the Buyer via telephone, as well as a successful transfer of all necessary data to the Buyer as outlined in the Buyer’s Campaign on Integrate.com and/or Insertion Orders. If either the potential customer or the requested data does not get transferred to the Buyer within a reasonable time, the Lead will be deemed invalid. The requested data should include at a minimum: (i) the contact information of the potential Lead; (ii) identifying characteristics of the potential Lead as defined by the Buyers campaign, i.e. sex, marital status, age, income, etc. . . ; and (iii) the necessary call duration. All calls are recorded by the call.integrate Marketplace and can be accessed by both the Buyer and Seller should a dispute arise regarding the validity of any particular Live Transfer Call.

6. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs (which shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other natural occurrences, any conflicting order, direction, action or request of the United States government (including, without limitation, state or local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, acts of terrorism, wars, strikes, lockouts, work stoppages or other such labor difficulties), the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of such event. Notwithstanding the foregoing, the parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event and shall resume as soon as practicable after the force majeure event has ended unless otherwise agreed to by the parties.

7. USE OF LEADS

7.1  You agree that you will use Leads consistent with the terms and conditions of this Agreement, the rules posted on Integrate.com’s Website, and all applicable laws and regulations. You further agree that you will not knowingly allow any person or entity to misuse Leads, and will alert Integrate.com immediately upon discovering any misuse or potential misuse of any Lead.

7.2  The misuse of Leads may result in the termination of your account, forfeiture of all purchased Leads, civil action, criminal charges, and/or any other remedy available in equity or at law.

8. REPRESENTATIONS AND WARRANTIES

You represent, warrant, covenant and agree that: (i) you enter into this Agreement with the intent to use the Leads and the Marketplace consistent with the terms of this Agreement, ethical business practices, and all applicable laws and regulations; (ii) you have the full right, power and authority to enter into this Agreement; (iii) the execution of this Agreement by you and your use of the Leads do not and will not violate any law or regulation, or any agreement to which you are a party; and (iv) you will not engage in or facilitate the use of indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with the CAN-SPAM Act of 2003 or any successor legislation or any other law of regulation that governs marketing or communications. You acknowledge that Integrate.com makes no other representations, warranties or covenants not set forth in this Agreement.

9. ACCOUNT INFORMATION

You agree to provide Integrate.com with accurate information (e.g., contact information, detailed corporate information, promotional methods, etc.) as set forth or required on the Integrate.com Website, and to maintain the information associated with your Buyer account such that it remains accurate and current at all times. Should any of your Buyer account information change, you are to update your Buyer Account information with Integrate.com within 15 days of such occurrence. Failure to keep your Buyer Account updated may result in your Campaign(s) being suspended and/or cancelled.

10. INDEMNIFICATION

You agree to indemnify, defend and hold Integrate.com and its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information, attorneys, advertisers, service providers, and affiliates harmless from any liability, loss, claim and expense, including without limitation reasonable attorneys’ fees, arising out of your breach of this Agreement, your use of the Leads or the Integrate.com Website.

11. ARBITRATION

11.1  Any controversy or legal claim arising out of or relating to this Agreement or Integrate.com’s services, excluding legal action taken by Integrate.com to collect or recover damages for, or obtain any injunction relating to intellectual property, the Website, or the use of any Lead, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS.

11.2  Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.

11.3  The arbitration shall be conducted in Phoenix, Arizona and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any party to the arbitration may seek interim or preliminary relief from a court of competent jurisdiction in Phoenix, Arizona necessary to protect their rights or property pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through arbitration, and each party shall bear its own legal fees and associated costs.

12. WARRANTY DISCLAIMER

YOU EXPRESSLY AGREE THAT YOUR USE OF THE LEADS, THE MARKETPLACE, AND THE INTEGRATE.COM WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE LEADS, THE MARKETPLACE, AND THE INTEGRATE.COM WEBSITE ARE AVAILABLE ON AN "AS IS" "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. INTEGRATE.COM MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE LEADS, THE MARKETPLACE, THE INTEGRATE.COM WEBSITE, OR ANY SELLER.

13. LIMITATION OF LIABILITY

13.1  Integrate.com disclaims all liability, whether based in contract, tort, negligence, strict liability or otherwise, for damages of any kinds (including without limitation direct, indirect, incidental, consequential, special, punitive or exemplary damages) in any way arising from (i) the use or disclosure of any Lead; (ii) any transaction or communication between you and a Seller; or (iii) the functionality or operation (or failure to function or operate) of the Marketplace or the Website, even if Integrate.com is expressly advised of the possibility of such damages. Without limiting the foregoing, Integrate.com shall not be liable for damages exceeding the amount paid by you to Integrate.com in the six (6) month period immediately preceding the event that gave rise to the damages.

13.2  Without limiting the foregoing, you acknowledge and agree that Integrate.com will not be liable for any damages arising from or in connection with any transactions between Buyers and Sellers, or for any information appearing on Buyers’ or Sellers’ websites.

14. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

14.1  Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the Campaign Description, shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall also include information provided by one party, including but not limited to the identity and contact information of another entity utilizing Integrate.com’s Marketplace, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

14.2  For purposes of this Section 13.2, Integrate.com and Buyer shall be considered one party. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party ("Recipient"); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party ("Discloser"); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

14.3  All personally identifiable information provided by individual web users who are informed that such information is being gathered solely on behalf of Buyer pursuant to the Buyer’s posted privacy policy are the property of Buyer, is subject to the Buyer's posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the Campaign description.

14.4  Seller, Integrate.com, and Buyer shall post on their respective websites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by Seller, on one hand, or Integrate.com or Buyer, on the other, to continue to post a privacy policy or non-adherence to its own privacy policy is grounds for immediate cancellation of the Campaign by the other parties.

14.5  Integrate.com, Buyer and Seller will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

14.6  Buyer agrees that monetary damages for breach of confidentiality under this Section may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Nothing contained in this Agreement shall be interpreted as granting rights by license or otherwise in any confidential information disclosed pursuant to this Agreement.

15. CHANGES TO LEAD EXCHANGE PLATFORM

Integrate.com reserves the right to change the Marketplace or the Integrate.com Website at any time with or without notice.

16. NON-COMPETE AND NON-CIRCUMVENT

You agree that You will not engage, contract with, transact business with or otherwise attempt to circumvent, avoid or bypass the Integrate.com Marketplace by working directly with any party to whom You became aware of through Integrate.com’s disclosure of Confidential Information or Your use of Integrate.com’s Marketplace. You also agree that You will not work directly with any third Party with the intent to develop a new business opportunity or competing service based on the Confidential Information disclosed by Integrate.com. You further agree that You will not attempt to solicit any business from any company, partnership, corporation, dba or individual that became known to You through Integrate.com’s disclosure of Confidential Information.

17. TERM AND TERMINATION

17.1  This Agreement shall be effective upon the execution by Buyer of this Agreement and the acknowledged receipt of this Agreement by Integrate.com. This Agreement shall remain in effect so long as Buyer’s Campaign is active.

17.2  This Agreement may be terminated by Integrate.com at any time in Integrate.com’s sole and absolute discretion, with or without cause. The termination will become effective immediately upon Integrate.com’s transmission to Buyer in any form (telephone, facsimile, or email) of said termination.

17.3  This Agreement may be terminated by Buyer upon two (2) days written notice to Integrate.com.

17.4  Immediately upon receipt or transmission of any such termination notice by or to Integrate.com, Buyer’s campaign will be discontinued and a final bill for any and all outstanding balances for the terminated Campaign will be sent to Buyer for immediate payment.

18. ASSIGNMENT

18.1  This Agreement and all incorporated agreements and your information may be automatically assigned by Integrate.com in Integrate.com’s sole discretion to a third party in the event of an acquisition, sale, merger, or assignment of assets.

18.2  Buyer may not assign this Agreement or any Insertion Order without Integrate.com’s prior written consent.

19. RELATIONSHIP OF PARTIES

19.1  The parties to this Agreement are independent contractors and no joint venture, agency, partnership or employer-employee relationship is intended or created hereby.

19.2  This Agreement is non-exclusive to Integrate.com and Integrate.com has the right to enter into similar agreements with other third parties.

20. GOVERNING LAW

20.1  This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona, and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). You agree that any legal action or proceeding between Integrate.com and you permitted by the arbitration provision herein shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Phoenix, Arizona. Any cause of action or claim you may have with respect to this Agreement or Integrate.com must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

20.2  If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern.

20.3  Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions of this Agreement shall remain in full force and effect.

20.4  Integrate.com’s failure to enforce any provision of this Agreement shall neither be deemed a waiver of such provision nor of the right to enforce such provision. Integrate.com’s rights under this Agreement shall survive any termination of this Buyer Agreement.

21. ENTIRE AGREEMENT

21.1  The Terms and Conditions of this Agreement represent the complete, final and exclusive agreement between Integrate.com and you, and supersede all prior agreements, representations and understandings.

21.2  To the extent that anything in or associated with the Integrate.com Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

22. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY

By clicking the Submit button below, you agree to conduct business electronically with Integrate.com.

23. ELECTRONIC SIGNATURE

You further acknowledge and agree that by clicking on the "submit" button, or such similar links as may be designated by Integrate.com as a means of accepting this Contract, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Contract. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCTS AND/OR SERVICES OFFERED BY INTEGRATE.COM. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.