This Seller Agreement ("Agreement") is made by and 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 http://integrate.com (the "Website").

1. INTRODUCTION

The Lead Exchange Platform 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. Participants in the Lead Exchange Platform include "Buyers" and "Sellers." Each "Seller" uses the Lead Exchange Platform to market Leads. Each "Buyer" uses the Lead Exchange Platform to search for and/or purchase Leads marketed by Sellers. The Buyer compensates the Seller in accordance with this Agreement and the Buyer Agreement: Terms & Conditions. The compensation a Seller receives from a Lead Buyer in exchange for the sale of a Lead is called a "Payout."

2. PARTICIPATION IN PROGRAMS

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

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

3. SUBMITTING LEADS TO INTEGRATE.COM

3.1  There are two ways to submit Leads to Integrate.com. Leads can be submitted using the Integrate.com Hosted Form (the "Integrate.com Form") or the Seller's own form (a "Seller Form"). Each of the Integrate.com Form and the Seller Form are referred to herein as a "Form."

3.2  The Integrate.com Form may not be revised or modified in any way by anyone other than Integrate.com. The Integrate.com Form may not be stored by Seller or any other person or entity not authorized in writing by Integrate.com. Seller must load the Integrate.com Form directly from Integrate.com's system at the time of use as directed by Integrate.com.

3.3  Your use of the Integrate.com Form and/or the Seller Form must conform to the terms and conditions of this Agreement. You must immediately make any modifications to a Form or take any other action in connection with a Form as directed by Integrate.com.

3.4  A Form may not be included on any website or page containing defamatory, offensive, abusive, obscene or illegal content or themes, including without limitation any website containing adult content or content in connection with gambling or illegal drugs. A Form may not be displayed on any website or by any Seller that (a) sends email in violation of the CAN-SPAM Act; (b) is involved in the development, distribution, or support of any adware, spyware, or other malware (as defined in Integrate.com's sole discretion); (c) offers incentives in connection with Lead generation; (d) provides any misleading or false information to consumers; or (e) submits or tolerates the submission of Leads by anyone other than the consumer whose information is being entered.

4. USE AND PROMOTION OF THE FORM; LIABILTY FOR NONCOMPLIANCE

4.1  Proper Use of Form: You will not: (i) promote the Form or the use thereof in any way that is likely to mislead any person or entity; (ii) knowingly allow any person or entity to misuse the Form, and will alert Integrate.com immediately upon discovering any misuse or possible misuse of the Form or any other conduct likely to result in the transmission of inaccurate and/or fraudulent information to Integrate.com or any Buyer; (iii) use the Form in any way not expressly permitted by this Agreement; and (iv) induce or permit any other person or entity to: (a) enter into the Form information not constituting an actual, current, bona fide Lead; or (b) populate or otherwise interact with the form using any automated method such as a script or bot.

4.2  Invalid Leads:

4.2(a)  Integrate.com may, in its sole and absolute discretion, invalidate any lead suspected of failing to conform with Integrate.com’s requirements and/or the provisions of this Agreement. 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.

4.2(b)  Sellers will not be compensated for invalid leads and the submission of invalid leads may result in the termination of a Seller’s account, forfeiture of all past and/or present payouts, civil action, criminal charges, and/or any other remedy available in equity or at law.

4.2(c)  If a dispute between a Buyer and Seller arises regarding whether or not specific Lead(s) are valid, Integrate.com has complete discretion and authority to make the final determination as to the validity of any and all Leads. Buyer and Seller agree to abide by Integrate.com’s decision as to the validity of all Leads.

4.2(d)  Should either the Buyer or Seller refuse to abide by Integrate.com’s decision regarding the validity of Lead(s), which is an express violation of this Agreement, and such dispute results in the non-payment of Leads, such a dispute is solely between the Buyer and Seller. In such an event, Intergrate.com will provide an explanation of how all invalid leads were determined in order to help resolve this dispute. Should any legal action be taken to resolve a dispute over the validity of leads and Buyer’s non-payment for presumptively valid Leads, said dispute is solely between the Buyer and Seller, and not with Integrate.com.

5. ELIGIBLE SITE(S)

5.1  INTEGRATE.COM reserves the absolute right to refuse in its sole discretion to affiliate with any Seller. The following are examples of sites that are not eligible for participation:

• Sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.)
• Sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
• Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
• Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
• Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
• sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
• Sites with illegal, false or deceptive investment advice and money-making opportunities
• Sites that provide incentives of any nature to require or encourage users to click on ad banners, unless expressly permitted by Buyer (i.e., charity, sweepstakes, etc.).
• Sites that are under construction or incomplete
• Sites with extremely limited audiences or viewership
• Sites with any type of content reasonable public consensus deems to be improper or inappropriate
• Sites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.

5.2  At any time Integrate.com may investigate any Site for violation of this Agreement. Integrate.com regularly performs compliance audits. If Integrate.com determines that Seller's Site(s) includes any undesirable content, Integrate.com may discontinue the Campaign without notice. Immediately upon receipt of notice from Integrate.com regarding the discontinuance of a Campaign, Seller shall cease delivering Advertising Material on such Site(s). Neither Integrate.com nor its Buyers will be obligated to pay for any Lead generated through Sites containing undesirable content.

6. PAYMENT AND PAYMENT LIABILITY

6.1  Invoices and Payment Date: The initial invoice will be sent by Integrate.com, and will be available to view in your account on the first of every month, 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. Returned Leads will then be queued for acceptance or dispute by the Seller. 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 on the 21st of each month at 5:00 p.m. Arizona time. Payment is to be made by the first of the following month 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. All invoices must be paid within 30 days of receiving the INITIAL invoice, not the adjusted invoice.

6.2  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.

6.3  Payment Liability:

6.3(a)  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.

6.3(b)  Seller agrees and acknowledges that Buyer is: (i) solely liable for any and all Leads purchased; and (ii) solely responsible for all payments due and payable to Seller via Integrate.com. Seller further agrees that should Buyer fail to pay for any or all Leads, Seller’s only recourse is to seek legal action against Buyer directly for any and all unpaid balances. At no time will Integrate.com be responsible or liable for a debt incurred by Buyer to Seller. Seller 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. Seller further agrees that any dispute regarding the validity of a Lead and the non-payment of that lead is the sole responsibility of Seller. 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.

To see Buyer’s obligations and liabilities to Seller see Buyer Agreement: Terms & Conditions - http://integrate.com/terms.aspx

6.4  Escrow Accounts: Buyers may be required by either a Seller or Integrate.com to fund an 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 21st 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.

7. REPORTING

7.1  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.

7.2  Upon initiation of Campaign, reporting shall be provided by Integrate.com. Reporting consists of the lead count provided by Seller to Buyer(s), the number of invalid leads returned by Buyer and the resulting final billable leads (total Leads provided by Seller minus timely invalid leads returned by Buyer = final billable leads). 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 billable leads.

8. TELEPHONE GENERATED LEADS

8.1  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 platform and can be accessed by both the Buyer and Seller should a dispute arise regarding the validity of any particular Inbound Call Lead.

8.2  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 platform and can be accessed by both the Buyer and Seller should a dispute arise regarding the validity of any particular Live Transfer Call.

9. TELEMARKETING AND DO NOT CALL COMPLIANCE

9.1  Compliance With State and Federal Laws: If you provide telemarketing services as one of your lead generation methods, you must be in compliance with both State and Federal laws regarding telemarketing and "Do Not Call" lists. You hereby acknowledge the existence of both State and Federal laws governing the actions of telemarketers and agree to be in compliance of same. You further acknowledge and agree to follow all State and Federal laws governing telemarketing and "Do Not Call" compliance. The Federal Do Not Call List can be found at https://telemarketing.donotcall.gov/. Each Seller must research the individual State laws for all States in which they conduct telemarketing to confirm that they are in compliance with State laws governing telemarketing and "Do Not Call" compliance.

9.2  Failure to Comply With Telemarketing and/or "Do Not Call" Laws: Failure to comply with State or Federal telemarketing laws will result in the following:

9.2(a)  Immediate suspension of all campaigns with Integrate.com, its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, buyers, service providers and affiliates.

9.2(b)  Immediate removal from the Integrate.com platform without any payment for leads generated, even from appropriate lead generation sources.

9.2(c)  Any and all fines/penalties levied by either State or Federal laws. Note: Failure to comply with the Federal telemarketing and/or "Do Not Call" laws may result in a fine of up to $16,000.00 for each occurrence. This is in addition to fines/penalties that may be imposed by the States for violation of their laws.

9.3  Indemnification: Seller understands and agrees that it alone is responsible for ensuring compliance with State and Federal "Do Not Call" and telemarketing laws. Seller agrees to indemnify and hold harmless Integrate.com and its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, buyers, service providers and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, arising out of its failure to comply with State and/or Federal telemarketing and/or "Do Not Call" laws.

10. 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.

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

11.1  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.

11.2  For purposes of this Section, Integrate.com and Seller 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.

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

11.4  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, Integrate.com or Buyer 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.

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

12. REPRESENTATIONS AND WARRANTIES

YOU REPRESENT, WARRANT, COVENANT AND AGREE THAT: (A) YOU ENTER INTO THIS AGREEMENT WITH THE INTENT TO USE THE LEAD EXCHANGE PLATFORM CONSISTENT WITH THE TERMS OF THIS AGREEMENT; (B) YOU OWN, OR OTHERWISE HAVE THE LEGAL RIGHTS AND LICENSE TO PROVIDE THE LEADS AND RELATED INFORMATION PROVIDED HEREUNDER; (C) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY UNDER ALL APPLICABLE LAWS, RULES AND REGULATIONS TO ENTER INTO THIS AGREEMENT; (D) THE EXECUTION OF THIS AGREEMENT BY YOU, AND THE PERFORMANCE BY YOU OF THIS AGREEMENT, DO NOT AND WILL NOT VIOLATE ANY LAW OR REGULATION, OR ANY AGREEMENT TO WHICH YOU ARE A PARTY; (E) YOU ACKNOWLEDGE THAT INTEGRATE.COM MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS NOT SET FORTH IN THIS AGREEMENT; (F) YOU HAVE PUBLISHED ON YOUR WEBSITE, WILL CONTINUE TO MAINTAIN AND PUBLISH, AND WILL CONTINUE TO COMPLY WITH, A PRIVACY POLICY CONSISTENT WITH THE FAIR INFORMATION PRACTICE PRINCIPLES PUBLISHED BY THE UNITED STATES FEDERAL TRADE COMMISSION; (G) 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; AND (H) YOU WILL NOT ENGAGE IN ANY CONDUCT THAT DECEIVES OR MISLEADS USERS IN ANY WAY IN CONNECTION WITH THE FORM, THIS AGREEMENT, OR THE LEAD EXCHANGE PLATFORM.

13. CAMPAIGN DISCONTINUANCE

Integrate.com has the option, in its sole discretion, to discontinue any Ad campaign or obligation, with or without cause, by giving a notice via e-mail, telephone or fax, to the Seller's authorized representative that will be effective immediately on the date and time it is sent. If Integrate.com elects to discontinue any Ad campaign or obligation, all unfulfilled contractual commitments subsequent to notice shall become null and void, and Buyer shall pay Seller only for Advertising Material delivered up to the date of the notice period. Neither Integrate.com nor Buyer shall have any obligation to pay for Advertising Material delivered by Seller prior to the date of the notice that exceeds the number specified in the original order or that vary significantly from the rate of Delivery prior to notice of discontinuance.

14. 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 Seller account information change, you are to update your Seller Account information with Integrate.com within 15 days of such occurrence. Failure to keep your Seller Account updated may result in your Campaign(s) being suspended and/or cancelled.

15. INDEMNIFICATION

You agree to indemnify, defend and hold Integrate and its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, buyers, service providers and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, arising out of your breach of this Agreement, or your use of the Lead Exchange Platform and/or the Integrate.com Website.

16. 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, Lead Exchange Platform operations, intellectual property, or the Integrate.com Website, 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 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.

17. WARRANTY DISCLAIMER

YOU EXPRESSLY AGREE THAT YOUR USE OF THE LEADS, THE LEAD EXCHANGE PLATFORM, AND THE INTEGRATE.COM WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE LEADS, THE LEAD EXCHANGE PLATFORM, 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 LEAD EXCHANGE PLATFORM, ANY BUYER, ANY LEAD, OR THE INTEGRATE.COM WEBSITE.

18. LIMITATION OF LIABILITY

18.1  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 the functionality or operation (or failure to function or operate) of the Lead exchange Platform or the Integrate.com 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 Buyers to Integrate.com for those Leads sold by you pursuant to this Agreement in the six (6) month period immediately preceding the event that gave rise to the damages.

18.2  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 transaction between Buyers and Sellers, or for any information appearing on Buyers or Sellers Websites.

19. CHANGES TO LEAD EXCHANGE PLATFORM

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

20. TERM AND TERMINATION

20.1  This Agreement shall be effective upon the execution by Seller of this Agreement and the acknowledged receipt of this Agreement by Integrate.com. This Agreement shall remain in effect until terminated by Integrate.com or Seller.

20.2  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 Seller in any form (telephone, facsimile, or email) of said termination.

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

20.4  Immediately upon receipt or transmission of any such termination notice by or to Integrate.com, all campaigns associated with Seller will be discontinued and no fees for any Leads generated thereafter will be owed by Buyer.

21. ASSIGNMENT

21.1  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.

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

22. RELATIONSHIP OF PARTIES

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

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

23. GOVERNING LAW

23.1  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.

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

23.3  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.

23.4  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 Seller Agreement.

24. ENTIRE AGREEMENT

24.1  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.

24.2  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.

25. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY

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

26. 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.