TERMS AND CONDITIONS

CONVERSION SQUARED CORPORATION dba LeadThink

TERMS AND CONDITIONS

The following Terms and Conditions (these “Terms and Conditions”) apply to the Insertion Order(s) entered into between Conversion Squared Corporation (“Conversion Squared”) and the other party thereto (“Publisher”). Conversion Squared and Publisher may also be individually referred to herein as a “Party” and collectively as “Parties.” The Insertion Order(s), together with these Terms and Conditions, shall be referred to herein as the “Agreement.” If there is any conflict between these Terms and Conditions and the Insertion Order(s), the Insertion Order(s) shall control.

1.) Service: Publisher will display the Advertisement and perform lead generation services described in the Insertion Order(s). “Advertisement” means the advertisement, including any copy including questions and or text ads, graphic, sound, video, programming code and/or other content that comprises the advertisement, as well as the websites to which an advertisement is linked, if applicable. Conversion Squared hereby grants to Publisher during the Term (as defined below) a non-exclusive, royalty-free, worldwide right and license by all means and in any media, whether now known or hereafter discovered, to use, reproduce, distribute, publicly perform, publicly display and digitally perform such Advertisement and all its constituent parts.

2.) Qualified Lead Definition (Qualified Leads): “Qualified Leads” are prospects that meet Conversion Squared’s screening criteria as described in the Insertion Order and who provide their complete contact data. Publisher will be paid on a delivered per lead basis defined as when a user agrees through a pre-approved opt-in method to be contacted. In the case of any dispute between the Parties as to the number of Qualified Leads, Conversion Squared’s numbers will control.

3.) Lead Validation Procedure: Conversion Squared will verify each Qualified Lead delivered by Publisher. Upon receipt, all Qualified Leads will be checked for data validity (i.e. containing valid data inputs for the fields specified in the Insertion Order) and uniqueness of data (i.e. that the Qualified Leads are not present in Conversion Squared’s database for the designated Advertisement in the past 60 days). Conversion Squared reserves the right to send an auto-responder to all respondents re-confirming their request for information. Any objections from respondents will be raised to Publisher.

4.) Creative Changes: Alteration of Conversion Squared’s Creative by Publisher is strictly prohibited, without prior written approval from Conversion Squared. “Creative” includes, but is not limited to, text ads, graphic ads or any copy associated with the campaign including survey questions and answers. Any alterations to Creative by Publisher, without the prior written permission of Conversion Squared, will result in the loss of Publisher’s right to receive payment for any Qualified Leads delivered in connection with Advertisements using such altered Creative.

5.) Compliance: Conversion Squared will actively monitor Publisher activity using a combination of its proprietary software and third party monitoring services. It is the obligation of Publisher to prove to Conversion Squared that they are not committing fraud. Conversion Squared will hold Publisher payment in ‘Pending Status’ until Publisher has satisfactorily provided evidence that Publisher is not fraudulently generating leads that appear to be Qualified Leads. Conversion Squared flags accounts that: Have click-through rates that are much higher than industry averages and where solid justification is not evident; have only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; have shown fraudulent leads as determined by our clients or use fake redirects, automated software, and/or fraud to generate clicks or leads. If Publisher is unable to prove to Conversion Squared that Publisher is not committing fraud, Publisher will forfeit all of its right to payment under the Agreement for all programs and Publisher’s account will be terminated. Conversion Squared reserves sole judgment in determining fraud.

6.) Advertising Guidelines: Publisher may, in its complete discretion, reject, cancel or remove at any time any Advertisement from the service for any reason without prior notice to Conversion Squared. Publisher must notify Conversion Squared following the rejection, cancellation or removal of any Advertisement from the service within 24 hours.

7.) Term: The term of the Agreement will be for one (1) month from the target launch of the initial campaign as noted in the applicable Insertion Order(s), and shall continue thereafter until terminated by either Party for any reason (the “Term”). Following the end of the Term, all legitimate moneys due to Publisher will be paid during the next billing cycle. Notwithstanding the foregoing, the terms of Section 14 of these Terms and Conditions (Confidentiality) shall survive the termination of this Agreement for a period of five (5) years, and the terms of Sections 15 through 23 of these Terms and Conditions shall survive the termination of this Agreement indefinitely.

8.) Payment: Publisher will invoice Conversion Squared on a monthly basis at the payout rates reflected in the Insertion Order. The invoice will reflect delivery of final Qualified Lead numbers that are based upon numbers reported by Conversion Squared to Publisher pursuant to the terms of the Agreement.

9.) Payment Term: Conversion Squared shall make all payments to Publisher within 30 days of the Invoice Date. All payments made to Publisher do not include, and Publisher shall pay, any sales, use or similar tax associated with such payment. All past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is greater. Parties shall keep, maintain and preserve, for the term of this Agreement and for one (1) year thereafter, accurate records relating to amounts due hereunder (the “Relevant Records”). Either Party shall have a right at least once per calendar year to audit the Relevant Records of the other Party for the purpose of verifying fulfillment of such other Party’s payment obligations pursuant to the Agreement. Each audit will be conducted at a place agreed to by the Parties, during normal business hours, with at least ten (10) business days prior written notice to the Party to be audited. The auditing Party shall pay the fees and expenses of the audit, unless the audit reveals a payment discrepancy of more than ten percent (10%) of all payments due in any consecutive six (6) month period, in which case the audited Party shall pay the reasonable fees and expenses of the audit, and shall immediately pay to the auditing Party all amounts found to be due.

10.) Use of Affiliates: Conversion Squared acknowledges that Publisher may use the services of various subcontractors, vendors or other affiliates (collectively, “Affiliates”) in connection with the services provided under this Agreement. Publisher shall remain responsible for all obligations and liabilities in connection with any Affiliate, including its acts or omissions, but Conversion Squared shall not be liable to any Affiliate hereunder. Any services provided by an Affiliate shall be deemed part of the services hereunder and shall be subject to the terms and conditions of this Agreement and Publisher shall be fully responsible for all such services. Publisher shall ensure that all Affiliates comply with this Agreement and all applicable laws.

11.) Conversion Squared Representations and Warranties: The execution, delivery, and performance of this Agreement by Conversion Squared has been duly approved by its board of directors or managing partners/members, and no further corporate action is necessary on the part of Conversion Squared to consummate the transactions contemplated by this Agreement.

12.) Publisher Representations and Warranties: The execution, delivery, and performance of this Agreement by Publisher has been duly approved by its governing authority (assuming that Publisher is not an individual), and no further action is necessary on the part of Publisher to consummate the transactions contemplated by this Agreement.

13.) Publisher Obligations: Publisher shall:

A. NOT utilize email solicitation for any purpose in connection with this Agreement, notwithstanding whether such email solicitation is directed to recipients who have given their prior consent to receive such emails and notwithstanding the geographic location of any such recipients. PUBLISHER ACKNOWLEDGES AND AGREES THAT THIS IS A MATERIAL TERM OF THIS AGREEMENT UPON WHICH CONVERSION SQUARED HAS RELIED IN ENTERING INTO THIS AGREEMENT AND THAT WITHOUT THIS TERM CONVERSION SQUARED WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

B. NOT fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Conversion Squared, such as pre-population of forms or mechanisms not approved by Conversion Squared)

C. NOT attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Conversion Squared that allows Conversion Squared to measure ad performance and provide its services

D. Cause all of its efforts associated with this Agreement to comply with the laws of the United States, and any other laws of any other jurisdictions which are applicable to Publisher or to any Advertisement. Publisher shall not engage in or promote any illegal activities of any kind in association with this Agreement.

E. NOT PROVIDE Incentivized traffic. This includes but is not limited to any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery, coupon or rewards based and encourage users to click on Advertisements or use Advertisements to generate revenue for users to win points, get rewards, or other any other incentive.

F. NOT PROVIDE leads generated from content or websites that are not subject matter related to the category of the Advertisement represented. Such websites must be content-based (not a list of links or advertisements), be written in English, receive a minimum of [1,000] unique page views per month, have a top-level name and must not infringe on any personal, intellectual property or copyrights. The terms of this Section 13(F) can be waived in connection with any specific website only upon the prior written consent of Conversion Squared.

G. Be able to provide the name of the website where any Qualified Lead was generated. This information is only delivered to Conversion Squared upon request, but MUST be made available in case there is a dispute or problem with a Qualified Lead.

H. NOT PROVIDE inappropriate content, which includes, but is not limited to, content that (i) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography adult-oriented content such as phone sex or escort services, expletives or inappropriate language; (ii) promotes violence or the use of illegal substances or activities such as how to build a bomb, counterfeiting money and software pirating; (iii) promotes illegal or unethical activity, racism, hate, “spam”, mail fraud, gambling, sweepstakes, pyramid schemes, or illegal advice; (iv) is otherwise prohibited by applicable law; or (v) will bring Conversion Squared and/or its associated advertisers negative publicity.

I. At no time engage in, disseminate, promote or otherwise distribute any Advertisement through the use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable).

14.) Confidentiality: The terms of this Agreement are confidential and shall not be disclosed by Publisher to any third party except where required by law. All information submitted by end-user customers pursuant to this Agreement shall be proprietary to and owned by Conversion Squared and shall not be disclosed by Publisher (“Customer Information”). In addition, Publisher acknowledges that all non-public information, data and reports received from Conversion Squared hereunder or as part of the services hereunder is proprietary to and owned by Conversion Squared (together with the Customer Information, “Confidential Information”). Publisher agrees not to disclose the terms of this Agreement, including the monetary terms hereof, to any third party without the express prior written consent of Conversion Squared and that such information constitutes Confidential Information. All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any Confidential Information in any manner. This section does not bind Conversion Squared or Publisher in the event such Confidential Information is required to be disclosed by operation of law. If a request is made of Publisher to disclose such information by any governmental authority, Publisher shall immediately inform Conversion Squared via written notice sufficiently promptly to allow Conversion Squared to seek a protective order prior to the scheduled disclosure of such Confidential Information, and Publisher agrees to cooperate in whatever way Conversion Squared reasonably requests to attempt to protect that such Confidential Information from disclosure. Subject to prior approval by Publisher, Conversion Squared may publicly announce its contractual relationship with Publisher, which includes being on a listing of Conversion Squared publishers in general corporate materials and in industry standard press releases.

15.) DISCLAIMER OF WARRANTIES: Conversion Squared PROVIDES ITS SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS. Conversion Squared DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

16.) LIMITATIONS OF LIABILITY: IN NO EVENT SHALL Conversion Squared BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL Conversion Squared BE LIABLE TO Publisher OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY Conversion Squared TO Publisher DURING THE PRIOR THREE MONTHS.

17.) Indemnification: Conversion Squared shall indemnify, defend and hold harmless Publisher and its employees, agents, officers and directors, against any and all claims, causes of action, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorneys’ fees and costs of suit), arising out of or relating to (a) any claim based upon infringement of copyright, trademark, patent, or trade secret or other intellectual property right of any third party in connection with the Advertisement; (b) any claim, representation, or statement made in the Advertisement; or (c) any breach of any representation, warranty or covenant of Conversion Squared contained in this Agreement; provided, however, that Conversion Squared’s indemnification obligations under clauses (a) and (b) of this section are subject to Publisher’s compliance with the terms of Section 4. Publisher shall indemnify, defend and hold harmless Conversion Squared and its employees, agents, officers, directors and affiliated entities against any and all claims, causes of action, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorneys’ fees and costs of suit), arising out of or relating to any breach by Publisher, its Affiliates or their respective agents of any representation, warranty or covenant of Publisher contained in this Agreement.

18.) Dispute Resolution: If any dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: State of Texas, Dallas County. Any costs and fees other than attorneys’ fees associated with the mediation shall be shared equally by the Parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to binding arbitration in the following location: State of Texas, Dallas County. The Parties agree that the binding arbitration will be conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If any litigation or arbitration is absolutely necessary to enforce this Agreement or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorneys’ fees, costs and expenses. This Agreement will be governed by the laws of the State of Texas.

19.) No Assignment: Neither Party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement except with the prior written consent of the other Party; provided, however, that a successor in interest by merger, by operation of law, assignment, purchase or otherwise of all or substantially all the business of a Party may acquire its rights and obligations hereunder without the prior written consent of the other Party. Any attempted assignment of this Agreement in violation of the terms of this section shall be null and void ab initio.

20.) Independent Contractor: Each Party is an independent contractor. Except as set forth in this Agreement, neither Party is authorized or empowered to obligate the other or incur any costs on behalf of the other without such Party’s prior written consent.

21.) Severability: If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

22.) Entire Agreement; Modification: This constitutes the entire agreement between the Parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. No modification, course of conduct, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the Parties unless made in writing and duly signed by both Parties.

23.) Agreement in Counterparts: This agreement may be signed by Conversion Squared and Publisher in counterparts, and facsimile signatures shall have the same force and effect as an original signature.