This Buyer Agreement (""Agreement"") is made by between Integrate.com LLC, an Arizona limited liability company (""Integrate.com"), and you ("You"). Integrate.com operates a "Lead Exchange Platform" on its website at www.integrate.com (the "Website").

I. INTRODUCTION
The Lead Exchange Platform facilitates the exchange of information about potential customers who have indicated an interest in a particular type of goods or services (each, a "Lead"). A "Lead" is defined as a specific request made by a consumer for a specific product or service (main request). Participants in the Lead Exchange Platform include "Buyers" and "Sellers." Each "Seller" uses the Lead Exchange Platform to market and sell Leads. Each "Buyer" uses the Lead Exchange Platform to purchase Leads from Sellers. Integrate.com collects a service fee from each transaction between Buyers and Sellers

II. PARTICIPATION IN PROGRAMS
You agree that, 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, and any other surviving agreement between you and Integrate.com, e.g., the Integrate.com Terms of Use 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 Agreement and other rules and requirements set forth by Integrate.com on the Website.

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 Lead Exchange Platform.

All campaigns created by Buyer on Integrate.com are binding and shall be treated as signed Insertion Orders for each campaign. Buyer acknowledges that campaigns 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 to Campaign Details set for 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.

III. PAYMENT AND PAYMENT LIABILITY

1. Invoices and Payment DateThe initial invoice will be sent by Integrate.com to the Buyer upon completion of the first month’s delivery. The Buyer will have until the 15th of the subsequent month to return invalid leads. Billing statistics will be made final on the 15th of each month and payment is to be made within 15 days thereafter by the Buyer to Integrate.com. Sellers are to be paid 30 days after initial invoice is sent to the Buyer, pending receipt of payment from Buyer to Integrate.com. If payment is not made by Buyer to Integrate.com within 90 days of the initial due date, Buyer’s information will be released by Integrate.com to Seller for collection attempts to be made by Seller for all funds due to Seller from Buyer. Late payments will be subject to a fee of 18% APR.
   
   
2. Payment Liability
   Unless otherwise set forth by Integrate.com, Seller agrees to hold Integrate.com liable for payments solely to the extent proceeds have cleared from Buyer to Integrate.com for Ads placed in accordance with the Campaign. For sums not cleared to Integrate.com, Seller agrees to hold Buyer solely liable. Seller understands 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. Integrate.com agrees to make every reasonable effort to collect and clear payment from Buyer on a timely basis. Integrate.com’s credit is established on a client-by-client basis. If Buyer proceeds have not cleared for the Campaign, other Buyers from Integrate.com shall not be prohibited from advertising through the Seller due to such non-clearance if such other Buyers’ credit is not in question. Integrate.com will make available to Seller upon request written confirmation of the relationship between Integrate.com and Buyer. This confirmation should include, for example, Buyer’s acknowledgement that Integrate.com is its agent and is authorized to act on its behalf in connection with the Campaign and these Terms and Conditions. In addition, upon the request of Seller, Integrate.com will confirm whether Buyer has paid to Integrate.com in advance funds sufficient to make payments pursuant to the Campaign.
   
   
3. Escrow
   As a Buyer you may be required by either a Seller or Integrate to fund your Integrate 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 then held by Integrate until the completion of each billing cycle (12:01am of the 16th of the subsequent month). At this point in 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 will act as a third party mediator to reach a settlement between the Buyer and Seller.

IV. REPORTING

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.
2. Upon initiation of Campaign, reporting shall be provided by Integrate.com to Buyer and Seller. In no case shall reporting from another party be used to determine delivery of leads or final billing numbers. All billing shall be based solely on reporting provided by Integrate.com and on Integrate.com’s final billing amounts.
   

V. FORCE MAJEURE

1. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Seller suffers such a delay or default, Seller shall make reasonable efforts within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make good is reasonably acceptable to Integrate.com, Seller shall allow Integrate.com a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. In addition, Integrate.com shall have the benefit of the same discounts that would have been earned had there been no default or delay.
2. If Integrate.com's ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Integrate.com's reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Integrate.com shall make every reasonable effort to make payments on a timely basis to Seller, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Integrate.com from any of its obligations as to the amount of money that would have been due and paid without such condition.
3. To the extent that a force majeure has continued for 5 business days, Seller or Integrate.com has the right to cancel the remainder of the Campaign without penalty.
   

VI. USE OF LEADS
You agree that you will use Leads consistent with the terms and conditions of this Agreement, the rules posted on the 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.

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.

VII. REPRESENTATIONS AND WARRANTIES
YOU REPRESENT, WARRANT, COVENANT AND AGREE THAT (A) YOU ENTER INTO THIS AGREEMENT WITH THE INTENT TO USE THE LEADS AND THE LEAD EXCHANGE PLATFORM CONSISTENT WITH THE TERMS OF THIS AGREEMENT, ETHICAL BUSINESS PRACTICES, AND ALL APPLICABLE LAWS AND REGULATIONS; (B) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) 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 (D) 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 OR REGULATION THAT GOVERNS MARKETING OR COMMUNICATIONS. YOU ACKNOWLEDGE THAT INTEGRATE.COM (A) MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS NOT SET FORTH IN THIS AGREEMENT; AND (B) DOES NOT INVESTIGATE OR OTHERWISE VERIFY LEADS SOLD BY SELLERS.

VIII. 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 Website, and to maintain the information associated with your Buyer account such that it remains accurate and current at all times.

IX. INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD INTEGRATE.COM AND OUR 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, OR YOUR USE OF THE LEADS OR THE WEBSITE.

X. ARBITRATION
Any controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us 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. 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. The arbitration shall be conducted in Phoenix, Arizona and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Phoenix, Arizona necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own legal fees and associated costs.

XI. WARRANTY DISCLAIMER
YOU EXPRESSLY AGREE THAT YOUR USE OF THE LEADS, THE LEAD EXCHANGE PLATFORM, AND THE WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE LEADS, THE LEAD EXCHANGE PLATFORM, AND THE 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 LEAD EXCHANGE PLATFORM, THE WEBSITE, OR ANY SELLER.

XII. LIMITATION OF LIABILITY
INTEGRATE.COM DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ANY WAY ARISING FROM (A) THE USE OR DISCLOSURE OF ANY LEAD; (B) ANY TRANSACTION OR COMMUNICATION BETWEEN YOU AND A SELLER; OR (C) THE FUNCTIONALITY OR OPERATION (OR FAILURE TO FUNCTION OR OPERATE) OF THE LEAD EXCHANGE PLATFORM 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 PRECEEDING THE EVENT THAT GAVE RISE TO THE DAMAGES.

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.

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

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, 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.
2. For purposes of this Section, 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.
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 is 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.
4. Seller, Integrate.com, and Buyer shall post on their respective Web sites 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. e. 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.
   

XIV. MISCELLANEOUS
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 with the exception of the Integrate.com Terms of Use Agreement and, if applicable, the Seller Agreement. Notwithstanding the foregoing, if you entered into a separate agreement with Integrate.com governing your use of the Lead Exchange Platform, then that agreement (the "Negotiated Agreement") will survive, and only those provisions of this Agreement that do not conflict with the Negotiated Agreement will apply. This Agreement may be terminated by Integrate.com at any time for any reason or no reason. Integrate.com reserves the right to change the Lead Exchange Platform or the Website at any time with or without notice. If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern. 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. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale, merger, or assignment of assets. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.