The parties agree as follows duties of the parties & defined terms.

a. ILS shall deliver leads through the use of DNC compliant telemarketing to sell Leads for the purpose of marketing Debt Settlement/Consolidation products and services to such Leads in compliance with the terms and provisions of this Agreement. Client shall purchase the transfer its use only and cannot resell the data nor the transfer.

b. ILS refers to a “lead,” to mean the self-reported contact information, data records and other personal information provided by a person who has submitted such information to a telemarketer and/or through a web form. Leads will be submitted to Client pursuant to the agreed upon terms.

c. Client cannot change state distribution or other filters during an active campaign. Only days for delivery, quantity per day or time of day may be changed.

Dispute Resolution Process

1. If a lead is to be considered for a credit (replacement), it must first follow the procedure outlined below:

2. Submit lead for credit within 24 hours of receipt and the reason(s) limited by (never requested to be transferred, less than $15k in unsecured debt)

3. Assuming the request is within the parameters of an acceptable credit, then the recorded voice file will be reviewed and will be forwarded to the Client with ILS's determination.

4. The recorded voice file is recognized as the authoritative measure of quality and the ultimate credit (replacement)

5. Upon determination that a lead is deficient, then a credit (replacement) lead will be issued.

6. Client will pay ILS for all transfers in advance of the services rendered.

Unless specifically stated otherwise, Buyer shall not have the right to return leads for exchange, credit or refund. If Applicable, lead returns shall be credited or replaced on the next billing cycle after the return is verified by International Lead Service. If applicable, replacement Leads shall be provided for Invalid Leads, however replacements shall not be provided for Leads where Consumers have elected not to use Buyer's services or who have “Changed their mind” with regards to the Debt Settlement quote process. Buyer hereby agrees to return leads by emailing to info@internationalleadservice.com unless otherwise noted under section 3, “Special terms” of any Invalid Leads may be returned for replacement credit not later than twenty four (24) hours from delivery to Buyer, for leads that qualify as invalid. ALL RETURNS MUST CONTAIN THE LEAD ID# OR CUSTOMER NAME TO BE ACCEPTED. All Lead returns requested shall specify the invalid criteria upon which the return is based. International Lead Service reserves the right to investigate and confirm any Lead(s) claimed to be invalid and to refuse credit on those leads where the invalidity claim is not substantiated in fact. Credit for any return shall be issued within one (1) billing cycle following International Lead Service's receipt of the return. Buyers failure to fully comply with this lead return policy shall bar Buyer's right to receive credit, regardless of the validity of the return claim.

Indemnification. Each party hereby agrees to defend, indemnify, and hold the other party and its officers, directors, shareholders, agents, employees, successors and assigns harmless from and against any and all claims, demands, liabilities, losses, damages, actions, judgments and expenses, including reasonable fees and expenses of attorneys, paralegals and other professionals (the “Claims”), arising out of, or related to any breach by such party of any material provision of this Agreement.

DISCLAIME R. EXCEPT AS OTHERWISE STATED HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INTERNATIONAL LEAD SERVICE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL OPERATE SECURELY, WITHOUT INTERRUPTION OR ERROR FREE. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. INTERNATIONAL LEAD SERVICE SHALL HAVE NO RESPONSIBILITY FOR ANY SERVICE OR SERVER OUTAGES OR ANY FAILURE OF BUYER'S EMAIL SYSTEM, FAX SYSTEM OR INTERNET ACCESS.

EXCLUSION ON CERTAIN KINDS OF DAMAGES/LIMITATION OF LIABILITY. EXCEPT IN THE EVENT OF A BREACH OF SECTION 9 (“CONFIDENTIALITY”) OR A CLAIM UNDER SECTION 2.2 (“USE OF LEAD DATA”), NEITHER PARTY SHALL BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, OR FOR ANY LOST REVENUE, PROFIT, BUSINESS, DATA, PRIVACY, SECURITY, USE OR ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY AND PROBABILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, EXECPT FOR A BREACH BY INTERNATIONAL LEAD SERVICE OF SECTION 9, IN NO EVENT SHALL INTERNATIONAL LEAD SERVICE BE LIABLE TO BUYER FOR AN AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY PAID BY BUYER TO INTERNATIONAL LEAD SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT BY INTERNATIONAL LEAD SERVICE UNDER SECTION 3.1 FOR THE APPLICABLE SERVICE. THESE EXCLUSIONS AND LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Confidential Information. For the purposes of this Agreement, “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, ought in good faith to 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.

Non-Circumvent:. Buyer will not attempt to circumvent the other party by contacting any person, company or entity introduced to them by ILS, without the expressed authority of ILS, and in the interest of both parties, unless such persons, companies and/or entities were under contract with to the applicable party as evidenced in written documentation prior to this Agreement or such introduction, whichever is earlier. This non-circumvent will remain in effect for 12 months following cessation of lead delivery. In the even of circumvention, Buyer will agree to an audit of all leads received and pay ILS the full value of any such lead from any company introduced to Buyer during the term and 12 month tail period of this agreement

Assignment. Neither party may assign its rights or duties hereunder, without the prior, express written consent of the other party, which consent shall not be unreasonably withheld, except that a transfer to a person or entity that purchases substantially all of the stock or assets of a party shall not require any consent. Subject to the foregoing, the terms and conditions of this Agreement shall bind and inure to the parties' successors and assigns.