Buyer Agreement: Terms & Conditions

This Buyer Agreement ("Agreement") is made by and between Integrate.com, Inc. ("Integrate.com"), and you ("You" or "Buyer", together with Integrate.com, the "Parties" and each a "Party"). 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 "Payable Action") in response to an advertising campaign ("Campaign") utilizing creative materials ("Creative") provided by Buyer.

1.2  Participants in the Marketplace include Buyers and Sellers. Each "Seller" uses the Marketplace to market and sell various Payable Actions. Each "Buyer" uses the Marketplace to purchase some form of Payable Action from Sellers. Integrate.com collects a service fee from each Payable Action between Buyers and Sellers.

2. DEFINITIONS

"Ad(s)" or "Creative(s)" means any advertisement provided by Buyer on behalf of itself or any other Buyer within its Network.

"Advertising Materials" means artwork, copy or active URLs for Ads.

"Affiliate" means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

"Buyer" is an agency or merchant that wants to create marketing campaigns in the Marketplace to promote their company or acquire new customers for their business. In this Agreement, You are the Buyer.

"Campaign" is defined as: A paid advertising offer on a performance model ----- OR ---- a coordinated series of advertisements that: focus on one or a few brands or products, are directed at a particular segment of the general population (target demographic), and are aimed at achieving a specific objective. Types of campaigns (in the Integrate Marketplace) include, but are not limited to: (i) Live Transfer; (ii) CPL - Cost Per Lead; (iii) CPA - Cost per Acquisition; CPC – Cost per Click; CPM – Cost per Thousand Impressions; and (iv) CPIC - Cost per Inbound Call. Campaigns are created in the Marketplace by the Buyer and define the parameters for which they will pay Sellers to generate Payable Actions.

"CPA" or "CPC" Cost per Acquisition or Cost per Click is media that is run on a performance basis where a defined action or acquisition constitutes the payable event. This action may be defined as but not limited to: a lead, a sale, a registration, a download, or a click. These events are bound by the fact that they occur; not on a third party publisher website but are driven to the website of the Buyer where they are converted. No returns are allowed for CPC Campaigns.

"CPL" Cost per Lead - Sellers generate their own traffic and Buyers pay only when a prospective customer completes a specific action that defines them as a "Lead", including filling out a form/questionnaire, signing up for a service, or creating an account. Data is then sent to the Buyer. A Lead can be invalid for any of the following reasons: (i) The consumer insists they did not agree to be contacted or has no interest in the offer; (ii) Any of the fields of information required for a valid lead are incorrect, these include but are not limited to phone number, email address and/or contact information; (iii) It is a duplicate lead, this means a lead that has been submitted more than once or the data has already been received from another source within the past 30 days; (iv) The lead does not match the targeting criteria set forth in the field requirements of a Campaign (i.e. age, loan amount, health ailment).

"CPIC" Cost per Inbound Call is advertising across all media forms utilizing individual, trackable phone numbers that funnel all inbound calls directly to the Buyer. There are no returns allowed on CPIC campaigns. The only way credits will be given on CPIC campaigns is if there is clear and definable misuse of creative or a violation of the allowed marketing methods. Misuse of creative would include misrouting of calls from the wrong creative, or using unapproved creative or verbiage.

"CPM" Cost per Mille or per thousand impressions. Buyer pays for each 1,000 ad views Buyer’s banner receives. There are no returns allowed for CPM Campaigns.

"IO" Insertion Order means an order to run an advertisement campaign. It defines the campaign name, the Website receiving the order and the planner or buyer giving the order, the individual advertisements to be run (or who will provide them), the sizes of the advertisements, the campaign beginning and end dates, the CPM, the total cost, discounts to be applied, and reporting requirements and possible penalties or stipulations relative to the failure to deliver the impressions. An Insertion Order may include, but is not limited to: (i) a written mutual agreement, documented by email in the Marketplace, between the Buyer and the Seller on the price for Payable Actions and terms as outlined in the Buyer’s Campaign; (ii) includes targeting criteria, total volume, and start and end dates for a particular Campaign; and (iii) includes the terms and conditions between Buyer and Seller applicable to a particular campaign.

"MSA" or "Mandatory Seller Agreement" is a set of terms that Buyer may require a Seller to agree to in order to run Buyer’s Campaign.

"Payable Action" is defined as a specific request made by a consumer for a specific product or service. Buyer may specify additional or different parameters for what constitutes a qualified or invalid Payable Action in the Campaign Details for a particular Campaign run in the Marketplace.

"Payable Action Report" is a report of all Payable Actions tracked by the Integrate.com system, and coordinated with Buyer’s tracking system if applicable, for the designated month’s activity. These are provided on the first of the month and will be adjusted based on the Buyer returns for allegedly Invalid or unqualified Payable Actions. Payment is due Net30 from the initial Payable Action Report.

"LT" Live Transfer means prospective clients are contacted via telephone by an established call center, qualified by a representative, and interested prospects are transferred "live" to the Buyer over the phone. A Live Transfer will be considered invalid if: (i) the call, along with any necessary qualifying data, is not successfully transferred or if the call is connected but the qualifying data is not sent within an hour and a half of one another; (ii) if the consumer does not meet all the requirements specified in the Campaign details in the Marketplace, an IO or the or the Mandatory Seller Agreement prior to transferring the call; or (iii) the call is disconnected within sixty (60) seconds of being transferred or another time period provided in the Campaign details in the Marketplace, an IO or the Mandatory Seller Agreement.

"Policies" means advertising criteria or specifications made conspicuously available in a Buyer’s Campaign, including content limitations, technical specifications, privacy policies, user experience policies, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

"Representative" means, as to any company and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent and/or attorney.

"Seller" is a publisher, affiliate, network or media services provider that wants to utilize the Integrate.com Marketplace to market and sell various Payable Actions.

"Terms" or "Agreement" means this Buyer Agreement: Terms and Conditions.

"Third Party" means an entity or person that is not a party to an IO.

3. PARTICIPATION IN PROGRAMS

3.1  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 Payable Actions from Sellers subject to the terms and conditions of this Agreement and other rules and requirements set forth by Integrate.com on its Website.

3.2  Details of the Buyer program will be available through the Website, including without limitation rules and requirements governing the use of Payable Actions, and the fees charged by Integrate.com for your participation in and use of the Marketplace.

3.3  All Campaigns created by Buyer on Integrate.com are binding and shall be treated as signed Insertion Orders for each Campaign. Buyer hereby acknowledges that, once a Seller has been selected by Buyer and pricing and all other terms of the Campaign are agreed upon in the Marketplace, all "Insertion Orders" are legally binding and enforceable between the Buyer and Seller and by Integrate.com. Each Insertion Order will be deemed to incorporate both the terms of this Agreement, the terms of any agreements entered into between Integrate.com and Seller(s), and the messaging between the Buyer and Seller in the Marketplace, giving each Buyer and Seller the right to enforce these Agreements against each other. Integrate.com will cooperate (at Buyer’s expense) in any lawful attempt by Buyer to enforce and exercise rights under Seller Agreements so as to put Buyer in the same position as it would be, had it been named as a third party beneficiary of such Seller Agreement.

3.4  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.

3.5  Buyer hereby grants to Integrate and Publishers in the Marketplace, the license and right to use, reproduce, publicly display and distribute Buyer’s Ads, Creatives and all collateral information consistent with Buyer’s Campaign and/or IO. Buyer hereby warrants that Buyer has the right to grant such license, and represents that Buyer is the owner or is licensed to use the entire contents and subject matter contained in its Ads, Creatives and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any Ads or Creatives submitted to the Marketplace. In addition, Buyer represents that Buyer’s Ads, Creatives, collateral and product information do not violate any applicable local, state or federal law or regulation.

3.6  Notwithstanding anything to the contrary in this Agreement, Buyer has total control over the selection of the Sellers through which Buyer’s Campaign will be disseminated and from which it is obligated to buy Payable Actions. Buyer is not obligated to make its Campaign available to any particular Seller, nor to any class or number of Sellers, and Buyer may condition the availability of its Campaigns on such additional terms, conditions, qualifications, information and other requirements as, in its discretion, Buyer sees fit. Buyer may terminate any Campaign on such terms as it may separately establish for each Seller. Integrate.com will not: (i) circumvent Buyer’s control over the content or dissemination of its Campaign; (ii) authorize any Seller, not selected by Buyer, to disseminate any Campaign; or (iii) disseminate a Campaign other than in accordance with the applicable Insertion Order and Campaign details as stated by Buyer. Integrate.com will not, nor will it authorize any selected Seller to, alter, modify or otherwise change any Creative provided by Buyer without the prior written consent of Buyer.

4. PAYMENT AND PAYMENT LIABILITY

4.1  Invoices and Payment Date: The initial Payable Action Report will be sent by Integrate.com to Buyer upon completion of the first month’s delivery of Payable Actions. The Buyer will have until 11:59pm PST on the 15th of the subsequent month to return all allegedly Invalid Payable Actions. An "Invalid Payable Action" includes, but is not limited to, a Payable Action 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 Payable Action; (iv) the consumer denies requesting the service for which the Payable Action was allegedly generated; and (v) any additional terms Buyer has stated in their Campaign, applicable IO or Mandatory Seller Agreement. If Buyer does not submit Invalid Payable Actions by the 15th, all Payable Actions will be deemed valid. Buyer agrees and acknowledges that it alone is completely responsible for timely submitting allegedly Invalid Payable Actions to Integrate.com. Buyer further agrees that Integrate.com has the sole and absolute final discretion to deem a Payable Action valid or invalid. Billing statistics will be made final on the 21st of each month and an invoice will be sent to Buyer. Buyer must remit payment for the invoiced amount on the 1st of each month. Sellers will be paid 30 days after the initial Payable Action Report 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, unless otherwise agreed to in writing.

4.2  Returns: Buyer is responsible to make all returns for allegedly Invalid Payable Actions by the 15th of each month. Should Buyer fail to provide timely returns for Invalid Payable Actions, Buyer forfeits its right to contest Payable Actions provided during that billing period and all Payable Actions for that billing period will be deemed Valid¹. If Buyer and Seller are unable to resolve a dispute over the validity of Payable Actions within 30 days, Integrate.com may deem the questioned Payable Actions invalid or valid and accept or withdraw Payable Actions on behalf of the Buyer and/or Seller. In order for Payable Action to be considered invalid, Buyer must provide Integrate and Seller with the following information for each returned Payable Action and specify why the Payable Action is being returned: (i) name of consumer; (ii) phone number of consumer; (iii) mailing address of consumer; (iv) email address of consumer; (v) IP address Payable Action was generated from; (vi) any quality assurance notes from Buyer (i.e. "consumer returned the order" or "the credit card was stolen"); and (vii) if returns are based on the use of anti-fraud programs, what program You are using. Integrate will designate your return as incomplete and You will still be charged for all Payable Actions if you fail to provide this necessary information.

4.3  Tiered Payment Terms: If You have not been approved for Net30 terms and You are on tiered payment terms². Your credit card on file will be charged every time you hit or surpass Your designated credit limit for invoiced and yet to be invoiced Payable Actions. All Accepted and Queued Payable Actions will be charged at this time, as a returned Payable Action is not removed until it is proven Invalid. In order to be taken off these terms You must fill out and submit an Integrate Credit Application.

4.4  Credit Limit: Each buyer has a designated credit limit that is applied to their account during the approval process based upon credit references and history with Integrate.com. If the credit limit is surpassed due to invoiced and not yet invoiced Payable Actions, Buyer is required to submit a partial or full payment in order to lower Buyer’s outstanding balance below their Credit Limit If Buyer does not submit payment within 7 days of surpassing their Credit limit, all of their campaigns will be paused.

4.5  Late Fees and Payments: A fee of 18% APR will be charged to 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. Both Integrate.com and Seller have the right to collect past due amounts from Buyer.

4.6  Payment Liability:

4.6(a)  Buyer 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. Buyer agrees that it is solely liable for any and all charges incurred through its Campaign(s) and for all payments due and payable to Sellers via the Marketplace. Buyer will send all payments to Integrate.com for all valid Payable Actions based on the payment terms agreed upon in the relevant Campaigns and applicable Insertion Orders. Integrate.com will withdraw its fee and thereafter timely pay Seller. 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, upon Integrate.com’s full and timely payments to Seller for the valid Payable Actions, any dispute regarding the validity of a Payable Action and the non-payment of that Payable Action is the sole responsibility of Buyer. Should a dispute arise regarding Buyer’s non-payment for allegedly Invalid Payable Actions, the dispute is solely between the Buyer and Seller, and not with Integrate.com.

4.6(b)  Notwithstanding anything to the contrary in the foregoing paragraph, or anywhere else in this Agreement, upon receipt of payment from Buyer, Integrate.com will: (i) as between Integrate.com and Buyer, become solely responsible for the prompt payment of the obligation(s) for which the amount was submitted by Buyer; (ii) hold the amount in trust for the benefit of Buyer; (iii) only pay the Seller for which the payment was received; and (iv) indemnify and hold Buyer harmless from and against any and all claims, liabilities, expenses or other costs (including attorneys’ fees and expenses) arising out of or with respect to any failure on the part of Integrate.com to timely apply such amounts to the proper obligations.

4.7  Escrow Account: As a Buyer you may be required by a Seller or Integrate.com to fund an Integrate.com Escrow Account prior to Payable Action delivery for a Campaign as a condition to purchasing Payable Actions from a Seller. 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 uncontested Payable Actions 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 Payable Actions 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. You don’t have to fund an Escrow Account if You don’t want to, but if You don’t You may not be able to acquire Payable Actions from Sellers who require pre-funding.

5. REPORTING

5.1  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.

5.2  Upon initiation of a Campaign, reporting shall be provided by Integrate.com to Buyer and Seller. Reporting consists of the Payable Action count provided by Seller(s) to Buyer, the number of Invalid Payable Actions returned by Buyer and the final billable Payable Actions as defined in Section 4.1 above. All billing shall be based on reporting provided by Integrate.com, and coordinated with Buyer’s tracking, and on Integrate.com’s final billable Payable Actions. Should a Buyer or Seller dispute Integrate.com’s final billable Payable Action count, Integrate.com will meet and confer with the parties to attempt to discover the basis for and to resolve the discrepancy.

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

6. TELEPHONE GENERATED PAYABLE ACTIONS

6.1  Cost Per Inbound Call: A Cost Per Inbound Call is defined as a telephone call generated by the Seller in compliance with the parameters set by the Buyer in their Campaign on Integrate.com and/or Insertion Orders between Buyer and Seller. The cost for each valid Inbound Call will be agreed to by Buyer and Seller. The parameters for what constitutes a valid Inbound Call include, but are not limited to: (i) the calls duration and (ii) that the call was generated by an approved methodology. Buyer may include additional qualifiers for a valid Inbound Call in their Campaign, IO or Mandatory Seller Agreement. All calls are recorded by the call.integrate Marketplace and can be accessed by both Buyer and Seller should a dispute arise regarding the validity of any particular Inbound Call.

6.2  Live Transfer Calls: A Live Transfer Call is defined as a successful transfer of both a potential customer to Buyer via telephone, and a successful transfer of all requested data to 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 Buyer within a reasonable time, the call will be deemed invalid. Buyer’s requested data should include at a minimum: (i) the contact information of the potential consumer; (ii) identifying characteristics of the potential consumer as defined by the Buyers Campaign, i.e. sex, marital status, age, income, etc. . . ; and (iii) the necessary call duration. Buyer may include additional qualifiers for a valid Inbound Call in their Campaign, IO or Mandatory Seller Agreement. All calls are recorded by the call.integrate Marketplace and can be accessed by both Buyer and Seller should a dispute arise regarding the validity of any particular Live Transfer Call.

7. CAMPAIGN DISCONTINUANCE

Both Parties may discontinue or pause any Campaign or obligation, with or without cause. The Party wishing to discontinue or pause the Campaign must log-in to the Marketplace and pause or discontinue the Campaign. Buyer and Integrate.com understand that pausing or discontinuing a Campaign will take two (2) business days from the date that the Campaign was paused in the Marketplace. Two (2) business days after the discontinue any Ad campaign or obligation, all commitments subsequent to notice shall become null and void, and Buyer shall pay Seller only for Advertising Material delivered up to the date after the notice period completes. 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.

8. 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 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. No force majeure event alleviates Buyer’s payment obligations.

9. USE OF PAYABLE ACTIONS

9.1  You agree that You will use Payable Actions consistent with the terms and conditions of this Agreement, the relevant Insertion Orders, 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 Payable Actions, and will alert Integrate.com immediately upon discovering any misuse or potential misuse of any Payable Action.

9.2  The misuse of Payable Actions may result in the termination of Buyer’s account, forfeiture of all purchased but undelivered Payable Actions, civil action, criminal charges, and/or any other remedy available in equity or at law.

10. REPRESENTATIONS AND WARRANTIES

10.1  You represent, warrant, covenant and agree that: (i) You enter into this Agreement with the intent to use the Payable Actions 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, your use of the Payable Actions and your performance of your obligations hereunder do not and will not violate any law or regulation, or any agreement to which You are a party; (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 or regulation that governs marketing or communications; and (v) You agree to and authorize Integrate.com to use your name on all Integrate.com Website(s) and promotional materials. The terms of this Agreement will be held in strict confidence and only the fact that You are working with Integrate will be disclosed to the general public, absent a written agreement stating otherwise.

10.2  Integrate.com represents, warrants, covenants and agrees that: (i) it holds the necessary right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which Integrate is bound; and (iii) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under this Agreement. Buyer acknowledges that Integrate.com makes no other representations, warranties or covenants not set forth in this Agreement.

11. 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. Integrate.com will not alter, delete or otherwise change information posted by Buyer to its Buyer Account, other than in connection with the termination of this Agreement, after which Integrate.com is entitled to close Buyer’s account and delete all such Account Information.

12. INDEMNIFICATION

The Parties agree to defend, indemnify and hold each other harmless, and their affiliates, and their respective members, managers, partners, officers, employees, contractors and agents, from and against any and all costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) (collectively, "Losses") incurred in connection with any third-party claim or demand that arises out of or relates to (i) any actual or alleged breach of their representations, warranties or other obligations in this Agreement; (ii) any actual or alleged violation by them or their personnel of any Laws; or (iii) any allegation that their Websites or Advertising Material contains, promotes or links to Prohibited Materials. Without limiting the foregoing, the Parties obligation to indemnify, defend and hold harmless as described in (iii) includes any claim of direct, contributory or vicarious trade or service mark infringement, unfair competition, false or misleading designation of origin or statement of affiliation or sponsorship, or false or deceptive advertising under the federal Lanham Act.

13. ARBITRATION

13.1  Any controversy or legal claim between Buyer and Integrate.com arising out of or relating to this Agreement or Buyer’s use of the Marketplace, excluding legal action taken by Integrate.com to: (i) collect on past due amounts; or (ii) collect or recover damages for, or obtain an injunction relating to intellectual property or the Integrate.com Website; shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.

13.2  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.

13.3  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.

14. WARRANTY DISCLAIMER

EXCEPT AS SET FORTH IN THIS AGREEMENT, YOU EXPRESSLY AGREE THAT YOUR USE OF THE PAYABLE ACTIONS, THE MARKETPLACE, AND THE INTEGRATE.COM WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE PAYABLE ACTIONS, 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, AND THAT INTEGRATE.COM MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE PAYABLE ACTIONS, THE MARKETPLACE, THE INTEGRATE.COM WEBSITE, OR ANY SELLER, OTHER THAN AS EXPRESSLY SET FORTH HEREIN.

15. LIMITATION OF LIABILITY

15.1  Except as set forth in this Agreement, 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 Payable Action; (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.

15.2  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 You and Seller(s), or for any information appearing on Buyers’ or Sellers’ websites.

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

16.1  "Confidential Information" shall mean (subject to the limitations of Section 15.2) all proprietary information of the Disclosing Party and its affiliated and related companies, including information provided to the Disclosing Party by third parties that the Disclosing Party is obligated to keep confidential, whether provided before or after the parties execute this Agreement. Unless excluded in writing by the Disclosing Party, the parties shall assume that any and all information disclosed, that is of a nature that a reasonable person would understand is confidential, is Confidential Information, whether in oral form, machine-readable form, written, digital, electronic or other tangible form, and whether designated as confidential or unmarked. Without limiting the foregoing, Confidential Information includes inventions, product research and development, production data, product designs, specifications, descriptions and labels, discoveries, trade secrets, techniques, models, data, programs, processes, know-how, customer lists and contact information, personal information with respect to employees, customers or others, including but not limited to customer email addresses, client names, marketing plans, drawings, financial information, products, business plans, sales positioning strategies and communication strategies.

16.2  Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of the 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; (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Disclosing Party; or (v) was communicated by Disclosing Party 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: (a) the Recipient promptly notifies the Disclosing Party of such disclosure requirement; (b) cooperates (at Disclosing Party’s expense) in any lawful effort by Disclosing Party to oppose or limit such disclosure; and (c) discloses only so much of such Confidential Information as, on advice of counsel, it is legally obligated to disclose .

16.3  Any data purchased by Buyer processed through Integrate’s Marketplace is mutually owned by Buyer and Integrate.com.

16.4  Integrate.com and Buyer shall post on their respective websites their privacy policies and adhere to them. Failure by 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 this Agreement and all corresponding IO’s.

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

16.6  Each Party 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 seek 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.

17. CHANGES TO THE MARKETPLACE

Integrate.com reserves the right to change this Agreement, the Marketplace or the Integrate.com Website at any time with or without notice. You should regularly check the Marketplace for any changes. Your continued use of the Marketplace demonstrates your acceptance of the changes.

18. NON-COMPETE AND NON-CIRCUMVENT

You agree not to directly solicit Buyers, Advertisers, Sellers or Publishers (hereinafter "Integrate Clients") away from Integrate.com or the Marketplace that were revealed through the disclosure of Confidential Information. You further agree not to use reverse engineering or tracing of Integrate Clients traffic for means to directly solicit Integrate Clients away from Integrate.com or the Marketplace. This section does not apply to any Integrate Clients with whom: (i) You had a pre-existing business relationship with (evidenced by dated written or electronic documentation; or (ii) You contract with outside the disclosure of Confidential Information.

19. TERM AND TERMINATION

19.1  This Agreement shall be effective upon execution by Buyer (electronic agreement via a click to accept button or the like will constitute execution by Buyer). This Agreement shall remain in effect so long as Buyer has an active Campaign.

19.2  This Agreement may be terminated by either Party at any time after providing two (2) business days notice. Integrate.com may terminate this Agreement and/or pause all of Buyer’s Campaigns immediately and without notice if Buyer fraud is suspected. Post termination a final bill for any and all outstanding balances for the terminated Campaign(s) will be sent to Buyer for immediate payment.

19.3  Integrate.com may pause or suspend Buyer’s Campaign and access to the Marketplace if Buyer is inactive for more than seventy-five (75) days. Integrate will provide notice to Buyer of the pending pause or suspension. Should Buyer’s access to the Marketplace be suspended or paused, Buyer may request that Integrate.com reactivate their account access. Integrate.com has complete discretion to accept or reject Buyer’s request.

20. ASSIGNMENT

This Agreement and all incorporated agreements may be automatically assigned by either Party to a third party in the event of an acquisition, sale, merger, or assignment of all or substantially all of the assets and business of either Party to the assignee.

21. RELATIONSHIP OF PARTIES

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

21.2  This Agreement is non-exclusive to either Party and each Party has the right to enter into similar agreements with other third parties.

21.3  Any notices under this Agreement shall be sent to the addresses set forth in Buyer’s account in the Marketplace (or in a separate writing agreed to in writing by the Parties) by facsimile, mail, electronic mail (email), or express delivery service and deemed given upon receipt.

22. GOVERNING LAW

22.1  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). Buyer agrees that any legal action or proceeding between Integrate.com and Buyer 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 Buyer 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.

22.2  If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern; provided that nothing herein shall permit or require a party to act in contravention of any applicable law, rule or regulation.

22.3  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, provided that neither party is deprived thereby of the fundamental benefit of its bargain.

22.4  A Party’s failure to enforce any provision of this Agreement shall neither be deemed a waiver of such provision nor of their right to enforce such provision. Each Party’s rights under this Agreement shall survive any termination of this Buyer Agreement.

23. ENTIRE AGREEMENT

23.1  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, between Integrate.com and Buyer. This Agreement also supersedes, and Integrate.com will not be bound by, any "shrink wrap license" or any "disclaimers" or "click to approve" terms or conditions ("Online Terms & Conditions" or "Terms and Policies") or any Website which Integrate.com uses in connection with Buyer’s Services now or in the future, notwithstanding the fact that Integrate.com may have affirmatively accepted such terms as a condition in order to access online services. Such Online Terms & Conditions are procedural only to establish Integrate.com in Buyer’s system such that the terms of each Party’s participation will be governed by this Agreement and payout information will be as specified in Buyer’s campaign in the Marketplace and/or the applicable IO’s.

23.2  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.

23.3  Each of the Parties represent and acknowledge that they have read this Agreement, that they understand the same, that they have entered into this Agreement voluntarily, and that they have had an opportunity to consult counsel of their choosing relative to the obligations undertaken under this Agreement.

24. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY

Each Party agrees to conduct business electronically with the other.

25. ELECTRONIC SIGNATURE

You 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 Agreement, You are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that Your electronic submission constitutes your agreement and intent to be bound by this Agreement. 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.