This Lead 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 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 purchasing a particular type of goods or services (each, a "Lead"). Participants in the Lead Exchange Platform include "Lead Buyers" and "Lead Sellers." Each "Lead Seller" uses the Lead Exchange Platform to market Leads. Each "Lead Buyer" uses the Lead Exchange Platform to search for and/or purchase Leads marketed by Lead Sellers. The Lead Buyer compensates the Lead Seller in accordance with this Agreement. The compensation a Lead Seller receives from a Lead Buyer in exchange for the sale of a Lead is called a "Payout."

II. PARTICIPATION IN PROGRAMS

You agree that, if you are accepted by Integrate.com as a Lead Seller (in Integrate.com's sole and absolute discretion), you will abide by the terms and conditions of this Lead Seller 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 Lead Seller program, you will have the opportunity to earn Payouts by selling Leads to Lead Buyers 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 Lead Seller program will be available through the 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.

III. SUBMITTING LEADS TO INTEGRATE.COM

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 Lead Seller's own form (a "Lead Seller Form"). Each of the Integrate.com Form and the Lead Seller Form are referred to herein as a "Form."

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 Lead Seller or any other person or entity not authorized in writing by Integrate.com. Lead Seller must load the Integrate.com Form dynamically directly from Integrate.com's system at the time of use as directed by Integrate.com.

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

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 Lead 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.

IV. USE AND PROMOTION OF THE FORM

You agree that you will not promote the Form or the use thereof in any way that is likely to mislead any person or entity. You further agree that you will not 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 Lead Buyer.

You agree that you will not use the Form in any way not expressly permitted by this Agreement. Without limiting the foregoing, you agree that you will not, nor will you 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.

INTEGRATE.COM MAY, IN ITS SOLE AND ASBOLUTE DISCRETION, DISQUALIFY ANY LEAD SUSPECTED OF FAILING TO CONFORM WITH INTEGRATE.COM'S REQUIREMENTS AND/OR THE PROVISIONS OF THIS AGREEMENT. LEAD SELLERS WILL NOT BE COMPENSATED FOR DISQUALIFIED LEADS, AND THE SUBMISSION OF DISQUALIFIED LEADS MAY RESULT IN THE TERMINATION OF A LEAD 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.

V. ELIGIBLE SITE(S)

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 (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.

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 Ad campaign upon notice, and Seller shall immediately cease delivering Advertising Material on such Site(s). In no event, will INTEGRATE.COM or its Buyers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Seller’s receipt of such notice from INTEGRATE.COM.

VI. PAYMENT AND PAYMENT LIABILITY

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. 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 account will be suspended and their 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.
   
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 Seller you may require a Buyer to fund your Integrate Escrow account prior to lead delivery for any particular 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 you for all valid leads generated by you 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.

VII. 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. 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.

VIII. 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.

IX. 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.

X. 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.

XI. 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 when 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 INTEGRATE.COM shall pay Seller only for Advertising Material delivered up to the date of the notice period. INTEGRATE.COM shall have no 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.

XII. ACCOUNT INFORMATION

You agree to provide Integrate.com with accurate information (e.g., contact information, detailed corporate information, websites used, promotional methods, etc.) as set forth or required on the Website, and to maintain the information associated with your Lead Seller account such that it remains accurate and current at all times.

XIII. 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 AND DOCUMENTS, ATTORNEYS, BUYERS, SERVICE PROVIDERS, AND AFFILIATES HARMLESS FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEYS" FEES, ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, OR YOUR USE OF THE LEAD EXCHANGE PLATFORM AND/OR THE WEBSITE.

XIV. 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 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 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.

XV. WARRANTY DISCLAIMER

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

XVI. 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 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 LEAD BUYERS TO INTEGRATE.COM FOR THOSE LEADS SOLD BY YOU PURSUANT TO THIS AGREEMENT 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 LEAD BUYERS AND LEAD SELLERS, OR FOR ANY INFORMATION APPEARING ON LEAD BUYERS" OR LEAD SELLERS" WEBSITES.

XVII. 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 Lead Buyer 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 Site 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.