LEAD AGREEMENT

The following are the Terms and Conditions governing your Purchaser (hereinafter "Purchaser") relationship with U.S. Lender Network, LLC, dba The Lead Stop (hereinafter "Company") and the use of the Company websites (hereinafter collectively "Site"). Purchaser agrees to use the Site, Purchase Leads and any additional services offered by Company only in accordance with these Terms and Conditions, the posted Acceptable Use Policy and the posted Privacy Policy and the posted Terms of Use all of which are incorporated herein as though fully set forth.  Company reserves the right to make changes to the Site, policies thereon and these Terms and Conditions at any time.  Purchaser's continued use of the Site or purchase of additional leads after any such modification and notification thereof (which may be provided by e-mail to the email address provided in the course of Purchaser's registration with Company) shall constitute Purchaser's consent to such modification. 
This Agreement contains the complete terms and conditions that apply to you joining Company's program.  The purpose of this Agreement is to allow linking between you or your web site and Company's Site(s) for the purpose of purchasing available leads from Company.  As used in this Agreement, "Company," "we," "us," and "our" means Company and "Client," "you," "your," and "yours" "Purchaser" means you.  "Site" means a World Wide Web site and, depending on the context refers either to Company's site or to the site that you will link to our site.  This Agreement will begin upon your joining and being approved for our Program or the purchase of leads through our program and/or receiving an account or Membership number or identification and will end when terminated by either party according to the terms of this Agreement.  Either party may terminate this Agreement at any time, with or without cause, by giving the other party ten (10) business day's written notice of termination.  Upon termination of this Agreement by either party, you shall immediately cease your use of all leads not previously paid for and halt access to Company programs.
1.	Services.
Subject to the Proprietary Rights retained by Company to all intellectual property, trademarks, service marks of Company, upon receipt of an Insertion Order (hereinafter "IO") from You, Company shall deliver leads to you as outlined on such IO.  Company owns all rights, title, and interest to Links and user data collected and derived through the activities of Company prior to this Agreement.  
Non-Exclusive Leads.  Company shall supply a maximum number of Leads as indicated in the IO, that shall comply with all conditions and specifications set forth in the IO.  You shall only pay for those Leads that comply with all conditions and specifications set forth in the IO.  The Leads supplied to you are not exclusive and may be supplied to additional third parties.  
Exclusive Leads.  Company shall supply a maximum number of Leads as indicated in the IO, that shall comply with all conditions and specifications set forth in the IO.  You shall only pay for those Leads that comply with all conditions and specifications set forth in the IO.  The Leads supplied to you is exclusive and shall not be supplied to additional third parties.  
Non-Viable Leads. Unless otherwise provided on the IO, no offsets or charge backs may be taken for any non-viable or duplicate leads.  Company shall determine in its sole discretion what constitutes a non-viable or duplicate lead.  Without limiting the breadth of the foregoing, non viable leads shall include, but not be limited to, leads with incomplete contact information (no e-mail address, no phone number, and no physical address), leads from non-United States citizens, and leads from consumers under 18 years of age, etc.  It is your sole responsibility to ensure the IO accurately reflects the leads sought.
Rejection or Return of Leads. Company's systems and processes are routinely monitored to reduce or eliminate the transmission of invalid leads.  In order to avoid any confusion on what constitutes an invalid lead or how to return an invalid lead, the parties agree to the following:  
All returns must be submitted within ten (10) business days of receipt of the invalid lead.  
Company will accept the following types of leads for return:
1.	Invalid Name;
2.	Invalid Telephone Number; and
3.	The lead data is outside of the filters requested on the applicable IO.
Process for Returning Leads:
1.	All leads are returned automatically thru your CRM. Please contact your sales rep for your username and password.
You may reject and return certain leads for replacement leads as set forth in the Lead Return Policy set forth in this section 1, but your returns may not to exceed ten percent (10%) of the delivered leads.  In the event that you exceed a return rate of greater than ten percent (10%) in any ninety (90) day period, we agree to renegotiate pricing and other terms of this Agreement in good faith.  If pricing cannot be agreed upon, we may terminate the IO and this Agreement with three (3) business days written notice.
2.	Payment.
Purchaser will pay Company an amount per delivered lead as set forth in the IO.  For leads that are not pre-paid, Company will invoice you weekly for leads purchased in that period.  This invoice will be matched against any pre-paid amounts.  Any unpaid amount due Company that is not paid in full within ten (10) business days of the due date of the invoice, shall accrue interest at a rate of one and a half percent (1.5%) per month or such lesser rate as is the highest rate permitted under applicable law and Client's account could be paused or terminated until payment in full is received.  You are personally guaranteeing all payments to Company.
Personal Guaranty.  In order to induce Company to enter into sales or extend credit to You and/or Your company, and in consideration thereof and any extensions of credit, sales on account or financial accommodations heretofore, now or from time to time hereafter granted by Company to or for the benefit of You and/or Your company, the undersigned, being financially benefited by the accommodations made by Company guaranties the full and prompt performance of all You and/or Your company's present and future contracts, insertion orders, agreements and arrangements with Company and the full and prompt payment to Company of any and all sums which may be presently due or declared due and owing to Company by You and/or Your company or which shall in the future become due or declared due and owing to Company by You or Your company, however created or incurred and howsoever evidenced (all of which obligations, liabilities and indebtedness of You and/or Your company to Company shall hereinafter be referred to as "Liabilities")  The undersigned waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of You and/or Your company, protest or notice with respect to the liabilities and all demands whatsoever, and covenants that this Guaranty will not be discharged except by complete performance of the obligations contained herein.  The undersigned agrees to pay any and all costs, fees, and expenses, including, but not limited to attorney's fees and expenses incurred by Company in the collections of the Liabilities and the enforcement of its rights and remedies hereunder.  This Guaranty shall be binding on the undersigned and upon the heirs, executors, administrators, successors and assigns of the undersigned, and shall inure to the benefit of Company, its successors and assigns. 
3.	Term and Termination.
Either party may terminate this Agreement on ten (10) business days advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice to the other party.  Company further reserves the right to terminate this Agreement and your participation in the services hereunder without prior notice to you upon non-payment of an invoice.  
Termination notice will be provided via e-mail and will be effective immediately, meaning, among other things, that you must immediately cease use of all Company site activities.  All moneys then due to Company will be paid within ten (10) business days.  The representations, warranties and obligations contained in paragraphs, 4, 5, and 6 shall remain in full force and effect after termination of this Agreement.  In addition, all payment obligations accruing prior to the termination date shall survive until fully performed. 
4.	Warranties.
Purchaser Warranties.  Purchaser represents that Purchaser's conduct in selling or utilizing the Leads purchased from Company will conform to all applicable US state, US federal, and local laws, rules and regulations including, without limitation, the provisions of privacy laws, provisions pertaining to licensing for lender and brokers, and laws restricting telemarketing activities.  Purchaser further warrants that it shall transfer and maintain all data and leads using industry best practices and shall not store such data or leads in a manner in which such data and leads could be taken or used from improper or illegal purposes.
Mutual Warranties.  Each party represents and warrants that: (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times it shall comply with all applicable laws and regulations.  Neither party makes any guarantee, representation nor warranties expressed or implied, as to the level of consumer response that will result from the purchased Leads. 
5.	Disclaimer of Warranties; Limitation of Liability.
Unless otherwise provided in this agreement, in no event shall Company be liable for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. 
THE COMPANY SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE COMPANY SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL COMPANY, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE COMPANY SERVICES OR PURCHASED DATA OR LEADS, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE WEBSITE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY RECORDS, PROGRAMS OR SERVICES.  YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT COMPANY IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, DATA OR SERVICES AVAILABLE FROM COMPANY AND ITS AFFILIATES.
EXCEPT FOR ACTIONS BY COMPANY TO COLLECT FEES DUE TO US, IN THE EVENT THAT EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NON-BREACHING PARTY SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY; PROVIDED, HOWEVER, SUBJECT TO THE DAMAGE AMOUNT LIMITATION SET FORTH BELOW, THE LIABILITY OF THE BREACHING PARTY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE EXPRESSLY WAIVED. IN NO EVENT SHALL EITHER PARTY INCLUDING COMPANY, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. LIABILITY OF COMPANY, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF: (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWO (2) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100) WHICHEVER IS LESS.  WITH THE EXCEPTION OF A LEGAL ACTION BY US TO COLLECT PAYMENT OF FEES DUE FOR LEADS DELIVERED TO BROKER WHICH ACTION MUST BE BROUGHT WITHIN THREE (3) YEARS OF THE OCCURRENCE OF THE CLAIM, NO OTHER ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION OCCURS.
THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
6.	Indemnification.
Company agrees to indemnify, defend and hold Purchaser harmless from and against any and all liabilities, damages, losses, claims, demands, fines, suits or judgments that may be suffered by, accrued against, charged to, or recoverable from Purchaser, arising out of any breach of its representations and warranties contained in this Agreement. 
Conversely, Purchaser agrees to indemnify, defend and hold Company harmless from and against any and all liabilities, damages, losses, claims, demands, fines, suits or judgments that may be suffered by, accrued against, charged to, or recoverable from Company, arising out of any breach of its representations and warranties contained in this Agreement. 
7.	Proprietary Rights of Company.
Company shall retain worldwide right, title and interest in and to all ads, marketing materials and other materials created by Company to generate leads.  Company may share personally identifiable information with third party businesses for the purpose of direct marketing, including but not limited to email marketing. Company shall retain all ownership rights of all data collected and shall be entitled to use such data in any legal manner.
8.	Force Majeure.
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.
9.	Publicity.
Neither party shall make public any information relating to or concerning this Agreement or the relationship established under this Agreement, except as may be required by law.  Each party may disclose to potential investors that it has entered into this Agreement, provided such potential investors are contractually bound to keep such information confidential, but such party shall not disclose any of the terms and conditions of this Agreement.
10.	Confidentiality.
"Confidential Information" means information about the disclosing party's (or its suppliers') business or activities that is proprietary or confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as "confidential" or "proprietary" and information which, by the nature of the circumstances surrounding the disclosure, in good faith should be treated as confidential, but shall not include any Leads.  Confidential Information also will not include information that (i) is in the public domain, (ii) enters the public domain without breach of this Agreement, (iii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, or (iv) the receiving party knew prior to receiving such information from the disclosing party or develops independently.  Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement, and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors.  The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and, subject to the exceptions stated above, will not be disclosed without the written consent of the other party.
11.	Privacy Compliance.
Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances governing or relating to privacy rights in connection with their performance under this Agreement including, without limitation, the Gramm-Leach-Biley Act ("GLB") and state online privacy protection laws.  Purchaser shall implement such physical and other security measures as shall be necessary to (a) ensure the secure handling, transmission, storage and disposal or any "nonpublic personal information" of the "customers" and "consumers" (as those terms are defined in GLB) which the parties hold or handle, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information.  Purchaser represents and warrants that they have implemented appropriate measures to meet the objectives of Section 501(b) of the GLB and of the applicable standards adopted pursuant thereto, as such law is now or hereafter may be in effect.  Upon request, Purchaser will provide reasonably satisfactory evidence to permit Company to confirm that it has satisfied its obligations as required under this Section.
Company maintains a copy of its privacy policy on its websites.  Company may from time to time update its privacy policy.  Company will provide an updated copy of the policy upon request.
12.	Disclosure.
The existence of this Agreement shall not be deemed confidential information, though the terms and conditions contained herein and any proprietary information shared by one party with the other under this Agreement shall be deemed confidential. 
13.	Remedy.
Each party shall have and may cumulatively exercise all rights it may have at law or in equity for the protection of all Purchaser's materials, the services and/or all Company Materials, including an injunctive relief.
14.	Controlling Law and Arbitration. 
Any dispute or claim arising hereunder shall be submitted to binding arbitration in Los Angeles County, California, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, ("AAA"), and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere.  Any such dispute 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 parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statues of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least five (5) years experience in the substantive area of this Agreement; (iii) all proceedings involving the parties shall be reported by a certified shorthand reporter and written transcripts of any such proceedings shall be prepared and made available to the parties; (iv) the decision of the arbitrator or arbitrators must be made within ninety (90) days from the date the arbitration proceedings are initiated; (v) costs and fees of the arbitrator shall be borne by the non-prevailing party, unless the arbitrator or arbitrators determine otherwise; and (vi) the award or decision of the arbitrator, which may include equitable relief, and reasonable attorneys fees and costs to the prevailing party, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter.  The parties agree that in connection with any such arbitration, the following provisions of the California Code of Civil Procedure, as enacted or hereafter amended, shall apply: Section 1856, et seq., "The General Principles of Evidence"; Section 2016, et seq., "The Civil Discovery Act"; and Section 1283.5, "Manner of Taking Deposition."
Should either party file an action contrary to this provision, the other party may recover reasonable attorneys' fees and costs of not less than one hundred ($100.00) dollars and not more than the actual reasonable attorneys fees and costs incurred in defending such an action and subject to written verification, proof and approval by a court of competent jurisdiction with whom the action in question was heard.
15.	Waiver. 
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. 
16.	Severability. 
In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms 
17.	Relationship. 
The parties agree that Company is acting as an independent contractor in performing the Services and that the relationship between the Company and Purchaser shall not constitute a partnership, joint venture or agency.  Neither Company nor any of Company's employees or agents (collectively referred to herein as the "Employees") (i) is an employee, agent or legal representative of Purchaser, or (ii) shall have any authority to represent Purchaser or to enter into any contracts or assume any liabilities on behalf of Purchaser.  Company retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees.  Neither Company nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Purchaser's employees. 
18.	Publicity. 
Purchaser may not make any mention of Company or any Company client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Company or any of its clients in your customer lists, without the written consent of Company, whose consent may be withheld for any reason or for no reason
19.	Notice. 
Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to (a) you at the address provided in the IO, and (b) Company to President, 5021 Verdugo Way #105-191, Camarillo, CA 93012.
20.	Incorporation.  
These Terms and Conditions shall be incorporated by reference as though fully set forth into any insertion order submitted by Company or its agency and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement and scheduling and pricing.  All Insertion Orders are subject to acceptance in writing by Company. 
21.	Electronic Signature. 
You acknowledge and agree that by clicking on the button labeled "Agree" or such similar links as may be designated by Company to accept the Terms, 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 Agreement and all terms contained therein. 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 SOFTWARE OR SERVICES OFFERED BY COMPANY.  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.
SAMPLELEADS

Debt Leads

SIGNUPFREE
