These Pay Per Activity Terms (“Terms”), together with the terms set forth on any insertion or service order or similar document or online order form that contains a reference to this Agreement (“IO”), constitute a legally binding and enforceable services agreement (the “Agreement”) by and between the Buyer and Seller as denoted on the IO and by entering into the IO via having a duly authorized representative sign or electronically accept the terms of such form. All capitalized terms used herein shall have the respective meanings ascribed to them in these Terms or the IO, as applicable. These Terms shall be deemed incorporated by reference into the IO; provided, that if any provision of the IO conflicts with any provision of these Terms, the provision of the IO shall prevail to the extent of the conflict. Buyer and Seller hereby acknowledge and agree as follows:

For purposes of the Agreement, any reference to Seller shall include any and all in-house or third party marketing agents, partners, affiliates and/or publishers providing services to Seller in connection with the Call and/or Lead generation services contemplated hereunder (collectively, “Sub-Marketers”). Seller shall remain, at all times, fully liable for any and all acts and/or omissions of its Sub-Marketers, and for ensuring that each such Sub-Marketer complies with any and all obligations, restrictions and other terms applicable to Seller hereunder. For purposes of the Agreement, Buyer and Seller shall be individually referred to as a “Party” or collectively referred to as the “Parties.”

Lead Generation/Consumer Consent:

Buyer hereby engages Seller to generate and deliver to Buyer certain leads, as further defined in the IO (“Leads”) in connection with the marketing campaigns contemplated hereunder (“Campaigns”). In connection with generating Leads hereunder, Seller is authorized to: (a) e-mail individuals in Seller’s proprietary database(s) (collectively, “Seller Database”) as permitted by law; and (b) feature certain Creative (as defined below) on websites owned and/or operated by Seller (collectively, “Seller Websites”). Depending on the variations of the “Leads Purchased” as selected in the IO, the Leads shall consist of individuals that have provided: (i) all of the requested information, as specified by Buyer, with respect to the specific subject matter designated by Buyer; (ii) their “prior express written consent” (“Prior Express Written Consent”), as defined in the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (the “TCPA”) to receive commercial telephone calls (including artificial voice calls, pre-recorded calls and/or autodialed calls) from Buyer and/or any third party advertiser(s) specified in the IO (“Client(s)”); and (iii) their “affirmative consent” (“Affirmative Consent”), as defined in the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), to receive commercial e-mail from Buyer and/or its Client(s). Seller shall retain the records (“Consent Records”) of each individual’s Prior Express Written Consent and/or Affirmative Consent (collectively, “Consent”) for a minimum of five (5) years following collection of same. Seller shall provide the Consent Records to Buyer within three (3) business days of receipt of Buyer’s request. Seller shall, with respect to all Leads sold to Buyer, promptly (but in no event more than twenty-four (24) hours thereafter) report to Buyer any consumer revocation of Consent of which it becomes aware, regardless of the time or manner in which such revocation of Consent may be made.  Seller agrees to require its employees, agents and Sub-Marketers to promptly report to Seller any such revocation of Consent.

Creative:

Subject to the restrictions set forth herein, and where Buyer permits same in the IO, Seller may use its own images, graphics, advertisements, links, copy or other creative material in connection with its Lead generating activities hereunder (“Creative”). Seller shall be fully responsible for all aspects of the Creative provided by Seller. Any Creative must comply with the terms of the Agreement and any Creative specifically produced for Buyer, and/or any modifications thereto, shall be reviewed and approved by Buyer. Buyer may reject any Creative with or without cause, even after such Creative was previously approved by Buyer. In the event that Buyer desires to cancel the use of any Creative, Company shall cease the distribution and use of same to, and/or in connection with, the Company Database and Company Websites no more than two (2) business days following Buyer’s written request.

Valid Calls:

Buyer shall compensate Seller at the rate, and per the payment schedule, set forth in the IO for each Valid Call. For purposes of the Agreement, a “Valid Call” shall mean a Call that: (a) complies with the “Quality Control Guidelines” set forth on Exhibit A hereto, which is incorporated by reference herein; and (b) is not either a Duplicate Call or Fraudulent Call (as those terms are defined below). For purposes of the Agreement, a “Duplicate Call” means a Call from the same consumer or business within the time period identified in the IO, whether or not the call came through the same caller ID. For purposes of the Agreement, a “Fraudulent Call” means a Call submitted by Seller to Buyer that is the product of incentivized marketing, fraud or manipulation of information on the part of Seller or any of its affiliates. Without limiting any of the foregoing, Calls that are generated in violation of the Quality Control Guidelines (included as Exhibit A hereto which is incorporated herein by reference) are not Valid Calls and may be returned for a full refund where Buyer has already submitted payment for same.

Valid Leads:

Buyer shall compensate Seller at the rate, and per the payment schedule, set forth in the IO for each Valid Lead submitted. For purposes of the Agreement, a “Valid Lead” shall mean a Lead submitted by Seller that: (a) complies with the “Quality Control Guidelines” set forth on Exhibit B hereto, which is incorporated by reference herein; (b) contains valid and complete information submitted by an individual; and (c) is not either a Duplicate Lead, Invalid Lead, Rejected Lead or Fraudulent Lead (as those terms are defined below). For purposes of the Agreement, a “Duplicate Lead” means a Lead submitted by Seller to Buyer that reproduces all or substantially all of the uniquely identifying data of an individual whose information was: (i) previously submitted to Buyer by Seller and for which Buyer has paid, or accrued an obligation to pay, Seller; and/or (ii) already in Buyer’s or the applicable Client’s possession. For purposes of the Agreement, an “Invalid Lead” means a Lead submitted by Seller to Buyer that: (A) does not contain all of the information required as set forth in the applicable IO; and/or (B) does not include the Affirmative Consent or Prior Written Consent of the underlying consumer, as applicable. For purposes of the Agreement, a “Rejected Lead” means a Lead submitted by Seller to Buyer that the applicable Client rejects, refuses to furnish payment for and/or demands a refund for. For purposes of the Agreement, a “Fraudulent Lead” means a Lead submitted by Seller to Buyer that is the product of incentivized marketing, fraud or manipulation of information on the part of Seller or any of its affiliates as determined by Buer in its absolute discretion. Without limiting any of the foregoing, Leads that are generated in violation of the Quality Control Guidelines (included as Exhibit B hereto which is incorporated herein by reference) are not Valid Leads and may be returned for a full refund where Buyer has already submitted payment for same.

E-Mail Marketing:

Seller will, and Seller will ensure that any third party sending email on behalf of Seller will, comply with all of the requirements of CAN-SPAM, any successor legislation, and any state and/or federal e-mail, deceptive marketing and privacy laws including, but not limited to, the Michigan Children’s Protection Registry (https://www.protectmichild.com/senders/) and the Utah Child Protection Registry (https://www.registrycompliance.com/apply.html), and any and all other state and federal laws, rules and regulations governing email marketing and/or communications (collectively, “E-mail Law”). Any costs and/or fees charged to Seller by its Internet Service Provider related to responding to and/or managing allegations of “spam” or any other unauthorized usage complaints received from prospective Leads and/or Leads, regulatory agencies or otherwise shall be borne exclusively by Seller. Seller shall: (a) make adequate disclosures as required by law to those consumers in the Seller Database regarding its e-mail and privacy and security policies; (b) respond to all complaints within three (3) business days after Seller becomes aware of the complaint; and (c) provide Buyer with a copy of every complaint within twenty-four (24) hours of Seller’s receipt thereof. Seller is solely responsible for all consumer complaints in connection with e-mail campaigns that it conducts. Seller further represents and warrants that the e-mail addresses in the Seller Database were originally compiled with the applicable consumers’ Affirmative Consent, and that all recipients have in fact opted-in to the applicable Seller Database. Seller must, upon the request of Buyer, supply the name, date, time and IP address where the consumer signed-up and/or gave Affirmative Consent to Seller. Seller represents and warrants that it shall: (i) not falsify e-mail header or transmission information (including, without limitation, source, destination and routing information); (ii) not use navbar-brand names and/or trademarks of another party in the subject or from lines or body of any commercial e-mail transmission; (iii) not seek or obtain unauthorized access to computers for the purpose of sending any commercial e-mail; (iv) include within all commercial e-mail sent, Seller’s correct point-of-origin e-mail address, transmission information and routing information; (v) include within all commercial e-mail sent, clear, prominent opt-out instructions in the e-mail and in the first line of the text, if required by E-mail Law; (vi) include within all commercial e-mail sent, a toll-free telephone number or valid e-mail address at which recipient may contact Seller to file complaints and/or opt-out; and (vii) include within all commercial e-mail sent, a functioning unsubscribe link which, when activated by user, actually and permanently removes the user’s e-mail address from the applicable Seller Database.

Seller represents and warrants that either: (a) the Seller Database does not contain the e-mail address(es) of any resident(s) of Canada (“Canadian E-mail Addresses”); or (b) if the Seller Database contains Canadian E-mail Addresses, then Seller further represents and warrants that: (i) it will notify Buyer of same; (ii) the Seller Database was collected, stored, maintained and utilized in full compliance with Canada’s Anti-Spam Legislation (“CASL”); (iii) the individual associated with each Canadian E-mail Address has provided the requisite consent to receive Commercial E-Mail Messages (as defined under CASL) from Seller as contemplated by the campaigns undertaken on behalf of Buyer; and (v) any and all e-mail Creative utilized by Seller shall include a simple, clear and cost-free CASL-compliant mechanism that identifies Seller’s full name and allows consumers to revoke their consent to receive, and unsubscribe from the receipt of, future Commercial Email Messages from Seller.

Suppression Lists:

With respect to any suppression list generated by Seller hereunder, or provided to Seller by Buyer (collectively, the “Suppression List”), Seller shall: (a) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of the Agreement; (b) regularly use such Suppression List to remove any and all e-mail addresses contained therein from the receipt of future commercial e-mail messages; (c) not retain a copy of any Suppression List following termination of the Agreement; (d) not use any Suppression List for purposes of e-mail appending in any manner whatsoever; (e) hold any Suppression List made available by Buyer in trust and confidence; and (f) not disclose any Suppression List made available by Buyer to any employee, consultant, subcontractor or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of the Agreement. Seller further agrees and acknowledges that: (i) it has downloaded and removed the domains located on the Federal Communications Commission’s (“FCC’s”) wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in mailings hereunder; and (ii) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any mailings hereunder. Seller shall provide Buyer with a copy of the Seller-generated Suppression List at least once per week. If no such e-mail addresses are supplied by Seller, Buyer may conclude that no such addresses exist.

Call Center Marketing:

Where permitted under the applicable IO, Seller may operate a call center (“Call Center”), located in the United States ONLY, in order to generate Leads hereunder via telemarketing (“Telemarketing Services”). Seller shall be responsible for all aspects of the operation of the Call Center and Telemarketing Services. Seller shall set its own training standards and do its own training for its personnel, provided that such training and training standards will be sufficient to ensure the professional and first-class operation of the Call Center, in accordance with industry standards. In connection with the Telemarketing Services provided hereunder, Seller represents and warrants that: (a) the Seller Database was collected, compiled and maintained in compliance with, and the Telemarketing Services will at all times fully comply with, all applicable state and federal laws, statutes, rules and/or regulations including, but not limited to, the TCPA, the Amended Telemarketing Sale Rule (“ATSR”), 16 CFR 310 et seq., and those governing the National Do Not Call Registry (“NDNCR”) (collectively, “Telemarketing Laws”); (b) it will obtain and/or maintain, at its sole cost and expense, all permits, licenses and other consents necessary to perform the Telemarketing Services provided under the Agreement including, where appropriate, telemarketing registration and bonding in applicable United States jurisdictions; (c) if applicable, it has the legal authority to download information from the NDNCR using a Subscription Authorization Number (“SAN”); (d) in accordance with applicable Telemarketing Laws, Seller shall maintain a DNC Suppression List. Seller agrees that it will transmit the DNC Suppression List data that it receives to Buyer as requested and will scrub the Leads against all applicable DNC Suppression Lists immediately prior to commencing any and all Telemarketing Services, and on a daily basis during its performance under the Agreement; (e) it shall employ only qualified personnel, including only those individual telemarketers that have not been previously precluded from performing Telemarketing Services by a United States regulatory agency; (f) it shall be responsible for the supervision, management and control of such telemarketing personnel; (g) it shall maintain audio recordings of all calls made, and received, by Seller hereunder for a period of seven (7) years from the date of each respective call (“Call Records”) and properly disclose and obtain permission prior to recording such calls; and (h) it shall make such Call Records available to Buyer promptly upon Buyer’s reasonable written request.

Representations And Warranties/Compliance With Laws:

Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into the Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (b) the execution of the Agreement by it and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms; and (d) its marketing activities will neither infringe on any copyright, trademark, U.S. patent or any other third party right, nor knowingly violate any Applicable Law or regulation.

Seller Hereby Represents And Warrants That:

(i) it, as well as the Calls and Leads delivered to Buyer, its marketing services (including Telemarketing Services, if applicable), Call Center, Creative, Seller Websites and Seller Database will comply with all applicable state and federal laws, rules, Federal Trade Commission and Federal Communications Commission implementing regulations, rules and regulations including, but not limited to, any laws and/or American Bar Association rules regarding attorney advertising, ethics and client solicitation, as well as any and all state bar association rules regarding same, California B&P code §§ 17200 and 17500, et seq., and all rules and regulations promulgated under any of the foregoing, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the E-Mail Laws, the Telemarketing Laws, and all rules and regulations promulgated under any of the foregoing (collectively, “Applicable Law”); (ii) the Leads and Calls supplied to Buyer consist of records of persons who have supplied the requisite Consent; (iii) any and all Seller Websites shall, at all times during the term of the Agreement, maintain a privacy policy (“Seller Privacy Policy”) that complies with all Applicable Law, including the California Consumer Protection Act; (iv) the Seller Privacy Policy shall explain that each such Seller Website is allowed to share any information collected therethrough with third parties, such as Buyer and its clients, for the marketing purposes contemplated hereunder; and (v) the Leads and Calls will be obtained, collected and compiled with the applicable end-user’s consent and without employing harvesting, dictionary attacks and/or any other deceptive or illegal act or practice.

Quality Control Guidelines:

Seller represents and warrants that it will comply with the Quality Control Guidelines in Exhibits A and B, as applicable.

Complaints/Notices:

The Parties will cooperate with each other to resolve complaints received by either Party as a result of their operation under the Agreement. Each Party will notify the other Party in writing or via email within twenty-four (24) hours of receiving any written or verbal inquiry or notice of an investigation by the Federal Trade Commission, the Federal Communications Commission, any federal or state governmental agency, any attorney general or any consumer complaint organization (including, without limitation, the Better Business Bureau) (collectively, “Regulatory Body”) relating to the Agreement. Without limiting the foregoing, each Party will notify the other Party in writing or via email within twenty-four (24) hours of being informed of any lawsuit or administrative action brought by any person or Regulatory Body relating to activities under the Agreement.

Term And Termination:

The Agreement shall commence on the Effective Date and continue for a period of twelve (12) months. Thereafter, the Agreement shall automatically renew on a month-to-month basis. Either Party may terminate the Agreement immediately upon written notice if the other Party materially breaches the Agreement. Either Party may terminate the Agreement, with or without cause, by providing two (2) business days’ prior written or email notice to the other Party.

Confidentiality:

During the Term of the Agreement, and until such time as the “Confidential Information” (as defined below) is no longer protectable under California State law, neither Party will use or disclose any “Confidential Information” of the other Party except as specifically contemplated herein. “Confidential Information” means information that: (a) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation, the Leads, Suppression Lists, all technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, lists of actual or potential customers or suppliers and the terms of the Agreement. Confidential Information does not include information that: (i) has been independently developed by the receiving Party without access to the other Party’s Confidential Information; (ii) has become publicly known through no breach of this paragraph by the receiving Party; (iii) has been rightfully received from a third Party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing Party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing Party, the receiving Party shall return all of the disclosing Party’s Confidential Information to the disclosing Party.

Indemnity:

Seller agrees to indemnify, defend and hold harmless Buyer, its subsidiaries, clients, agents, contractors, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorney’s fees) arising out of or relating to any: (a) breach of the Agreement by Seller; (b) any claim related to the collection of the Leads provided by Seller and/or Seller’s marketing practices associated therewith (including the Telemarketing Services, if applicable); (c) any claim related to the Seller Creative, Call Center, Seller Database and/or Seller Website; (d) any act or omission of any Sub-Marketer; and/or (e) any allegation related to the requisite Consent. Buyer agrees to indemnify, defend and hold harmless Seller its subsidiaries, agents, contractors, officers, directors, members and employees from and against any loss, cost, claim, injury or damage (including reasonable attorney’s fees) arising out of or relating to any breach of the Agreement by Buyer.

This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of California, regardless of the choice of law or conflict of laws of that jurisdiction. The parties agree that the exclusive jurisdiction for any lawsuit or arbitration related to or arising under this Agreement shall be in Sacramento County, California. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

Disclaimer Of Warranties:

EXCEPT AS SET FORTH IN THE AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED HEREUNDER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Non-Circumvention:

Seller recognizes that Buyer has proprietary relationships with its clients. Seller hereby agrees that it will not, for the duration of the Agreement or at any point thereafter: (i) intentionally provide information about clients of whom it has learned in connection with the provision of Services hereunder in the form of a lead list to its sales force or marketing teams for the purposes of soliciting such clients, (ii) intentionally contact a Buyer network participant, or disclose that Buyer is acquiring consumer inquiries from Seller and then solicit the Buyer network participant to join an independent marketing effort, or (iii) take any action with the specific intent to interfere with Buyer’s existing business relationships with its customers. In addition, Seller will not direct or otherwise allow its sales force or marketing teams to use information obtained on oncoreleads.com (or any OnCore Leads owned site) for the purposes of soliciting OnCore Leads clients.

Nothing in this section shall restrict Seller from engaging in its normal prospecting efforts including calling businesses directly about participating in a marketing program; distributing a generalized offer of marketing services and responding to inquiries from Buyer’s network participants, so long as the offer is in no way intended to target Buyer’s customer base, Without limiting the foregoing, Seller shall not disclose Buyer’s name to any Client or potential business partner without Buyer’s prior written authorization in each instance. To the extent that Seller can show that any such Client already obtained such services from Seller prior to the Effective Date of the Agreement, then Seller shall not be prohibited from continuing such relationship. Seller agrees that monetary damages for its breach, or threatened breach, of this paragraph will not be adequate and that Buyer shall be entitled to: (a) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (b) liquidated damages from Seller in the amount equal to one hundred percent (100%) of the fees received by Seller from the subject Client; and/or (c) any and all other remedies available to Buyer at law or in equity.

Governing Law; Disputes:

This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of California, regardless of the choice of law or conflict of laws of that jurisdiction. The Parties agree that the exclusive jurisdiction for any lawsuit or arbitration related to or arising under this Agreement shall be in Sacramento County, California. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing Party in such dispute shall be entitled to recover from the losing Party all fees, costs and expenses of enforcing any right of such prevailing Party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

Limitation On Liability:

OTHER THAN FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS, ARISING FROM OR RELATING TO THE AGREEMENT EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY DAMAGES ARISING BY VIRTUE OF AN EVENT BEYOND THE PARTY’S CONTROL OR ANY DISRUPTION OF DELIVERY OF SERVICES BEYOND THE PARTY’S CONTROL.

OTHER THAN FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY, REGARDLESS OF THE CAUSE, OR ACTION, EXCEED THE AMOUNT PAID BY BUYER TO SELLER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Miscellaneous:

Each Party agrees to not use the name, graphical images or logos of the other Party or any of its websites in any press release or any sales or marketing efforts without the prior written consent of the other Party.

The Parties are independent contractors, and no agency, partnership, joint venture, employee – employer, trust, fiduciary, franchise or – franchisee, or other relationship (other than that expressly described in this Agreement) is intended or created hereby. Neither Party shall have the power to obligate or bind the other in any manner whatsoever.

The failure of a Party to exercise or enforce any right or provision hereunder shall not constitute a waiver of rights or provisions.

This Purchase Agreement, together with any and all IOs and Exhibits hereto, is the entire agreement between the Parties regarding its subject matter and supersedes any other agreements or understandings with respect to the subject matter hereof. No modification to the Agreement shall be binding unless in writing and signed by both Parties.

If any part of the Agreement is held to be invalid or void, such part shall be severed, and the remainder of the Agreement shall be construed to effectuate its intent.

Neither Party shall, without the prior written consent of the other Party, assign its rights or delegate its duties under the Agreement, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that either Party may, in the event of a merger, acquisition, joint venture, or sale of substantially all of such Party’s assets or business (or any substantially similar transaction), assign the Agreement without the consent of the other Party. The provisions of the Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

Neither Party will be liable, or be considered to be in breach of the Agreement, on account of such Party’s delay or failure to perform as required under the terms of the Agreement 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 (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected Party will give the other Party notice and will use commercially reasonable efforts to minimize the impact of any such event.

Exhibit A – Quality Control Guidelines for Calls

For All Call Generation Activity:

1. Calls must not come from automated, artificial or fraudulent methods.
2. Calls must not be from persons that did not express an interest in receiving information associated with the applicable product and/or service being marketed, or from persons misled into calling.
3. Unless prior written authorization is provided by Buyer, Calls must not be incentivized (including, without limitation, Calls generated by offering incentives, payments, rebates, sweepstakes entries, prizes or other things of value intended to increase conversion rates).
4. Calls must not be generated in connection with any Seller Websites or Creative that are oriented toward, show or promote: (a) the use of alcohol, tobacco or illegal substances, nudity, sexually explicit material, pornography, profanity, adult-oriented content, expletives or inappropriate language; (b) illegal or unethical activity, deceptive acts, racism, hate, material that promotes violence, “spam,” mail fraud, gambling, pyramid schemes, investment opportunities or illegal advice; (c) libelous, defamatory, infringing, false or misleading content, or other content that is contrary to public policy; (d) content that may expose Buyer and/or its clients to negative publicity; (e) piracy (of software, videos, audio/music, books, video games, etc.) hacking/cracking/phreaking, emulators/ROMs, or distribution of copyrighted materials; (f) content that violates the rights of others, such as intellectual property or privacy rights; (g) activities generally understood as Internet abuse including, but not limited to, the sending of unsolicited bulk electronic mail; or (h) content that is otherwise offensive or inappropriate in Buyer’s sole discretion.
5. Calls sold as “Exclusive” (as indicated in the IO) must not be used by Seller or otherwise sold to, shared with or distributed to, other Call Buyers, lead aggregators, vendors, wholesale operations, retailer buyers or other third parties.
6. Calls must not be misclassified (for example, a roofing Call is not a Valid Call if the subject Call expressed an interest in a plumbing product and/or service rather than a roofing product and/or service).
7. The consumer calling must be eighteen (18) years of age or older.
8. Calls obtained through the use of Craigslist or other similar online classified ad websites must not be misleading in any way including, without limitation, any strategies that redirect persons to landing pages for purposes not clearly referenced or explained in the original ad.
9. Call generation methods must comply with the terms of use and privacy policy of the website or internet service provider utilized (e.g., Google, Bing, Yahoo!, Facebook, etc.).
10. Calls must not be generated through the use of advertisements that are misleading, untrue and/or infringing upon any trademark, copyright or other third party intellectual property rights.
11. Calls must not be obtained using any other fraudulent or illegal practices.
12. Unless authorized in writing, in advance, Seller may not use third-party trademarks or any other term excluded in any applicable IO, in any manner to direct traffic to any Seller Websites. This prohibition includes, but is not limited to, purchasing keywords from search engine service providers (“Paid Search Networks”), or purchasing inclusion in search engine networks (“Paid Inclusion Networks”), where the associated keywords include the trademark, service mark and/or navbar-brand name of any third party including, without limitation, any client, or any derivative or misspelling of any such trademark, service mark or navbar-brand name. Without limiting the foregoing, Seller must not violate the rules, requirements or regulations of any Paid Search Network or Paid Inclusion Network, and Seller shall fully indemnify and hold harmless Buyer from and against any and all liability arising in connection with such a violation.
13. Seller may not engage in any marketing and/or Call generation via SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol.
14. Seller may not: (a) take control of an end-user’s computer by delivering advertisements that the end-user cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (b) install or execute on another’s computer one or more additional software program(s) without consent of the end-user (in addition, Seller must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the end-user); and/or (c) distribute spyware or other similar harmful software.
15. For Call Generation in Legal Verticals: Creative and Call generation activities must comply with all applicable state laws, as well as American Bar Association rules, regarding attorney advertising, ethics and client solicitation, as well as any and all state bar association rules regarding same, California B&P code §§ 17200 and 17500, et seq., and all rules and regulations promulgated under any of the foregoing including, without limitation, those governing attorney advertising, solicitations and ethics.
16. Creative must not be posted, displayed or directed to any websites or URLs that contain communications regarding an attorney’s services or legal services that: (a) either expressly state or imply qualifications of the attorney or the attorney’s services; (b) include misleading information that is likely to create unjustified expectations about a specific attorney or the nature of legal services offered; (c) compare the attorney or legal services to those of other attorneys or legal services; or (d) promise results that will likely be obtained by the attorney or attorneys.
17. For the avoidance of doubt, oncoreleads.com and oncoreleadsLawyers.com are considered “Lawyer Directories” and not “Lawyer Referral Services.”
18. Creative must not contain images or depictions of money, judges, celebrities, extreme emotional appeals, acts of violence or imagery of weapons. Creative containing pictures of people, as lawyers, clients, etc., must contain a disclaimer in the footer stating: “All photos are of models and do not depict clients” or substantially similar language.
19. Examples of prohibited Creative language (these are examples only and are not exhaustive lists):
    Regarding the promise of results or creating unjustified expectations, do not use:

• “eliminate your debt with bankruptcy”
• “win your case with an attorney”
• “quick and easy settlement”
• Regarding qualifiers used to describe attorneys, you may refer to attorneys as “local” or “practicing in [specified area of law]. Do not use works like “expert,” “specialist,” “certified,” “best,” “qualified,” etc.
  Do not make statements regarding past success. For example, do not state “sponsoring DUI lawyers have helped thousands of people get out of DUI charges”.
  Do not state or imply that the consumer is using a referral service. For example, do not state:
  • “you will be referred to an attorney”
  • “we will place you with an attorney”
  • “we will match you with an attorney”
  • “the right attorney”
  • “the attorney who is right for you”
• To the extent Seller generates Calls via email campaigns, Seller shall comply with the following Email Policy:
  • All Creative and other content and images appearing in email delivered to the Seller Databases must adhere to these Quality Control Guidelines, as well as the requirements set forth in the Purchase Agreement.
  • Every email must include the following:
    • a subject line containing the phrase “ATTORNEY ADVERTISEMENT” either at the beginning or the end of the subject line; and
    • language conspicuously in the email stating “ATTORNEY ADVERTISING MATERIAL. This is a legal advertisement for legal services. If you have already retained a lawyer in connection with the legal matter referred to in this advertisement, please disregard this advertisement.”

Offsets and Credits (for all Call generation activities):

In the event that Buyer pays for Calls that are later deemed invalid or were generated in violation of the Agreement and/or these Quality Control Guidelines, such fees must be repaid to Buyer on demand.

Exhibit B – Quality Control Guidelines for Leads

These Quality Control Guidelines are designed in order to help ensure Lead quality. The following Quality Control Guidelines must be met to generate a Valid Lead:

For All Lead Generation Activity:

1. Leads must not come from computer-generated sources such as robots, spiders, computer scripts or from other automated, artificial or fraudulent methods including, without limitation, the use of any spyware, adware, device, program, iFrames, redirects or other automated, artificial or fraudulent methods designed to appear like an individual, real live person.
2. Leads must not be processed or entered by anyone other than the consumer named in the subject Lead. Seller’s Call Center operations are exempt from this requirement so long as the applicable Call Center operator(s) speak(s) directly with the consumer named in the subject Lead.
3. Leads must not contain false, incomplete or inaccurate information.
4. Leads must not be from persons that did not express an interest in receiving information associated with the applicable product and/or service being marketed, or from persons misled into submitting their information.
5. Unless prior written authorization is provided by Buyer, Leads must not be incentivized (including, without limitation, Leads generated by offering incentives, payments, rebates, sweepstakes entries, prizes or other things of value intended to increase conversion rates).
6. Leads must not be obtained using misleading or confusing language encouraging persons to submit their contact information.
7. Leads must not be generated in connection with any Seller Websites or Creative that are oriented toward, show or promote: (a) the use of alcohol, tobacco or illegal substances, nudity, sexually explicit material, pornography, profanity, adult-oriented content, expletives or inappropriate language; (b) illegal or unethical activity, deceptive acts, racism, hate, material that promotes violence, “spam,” mail fraud, gambling, pyramid schemes, investment opportunities or illegal advice; (c) libelous, defamatory, infringing, false or misleading content, or other content that is contrary to public policy; (d) content that may expose Buyer and/or its clients to negative publicity; (e) piracy (of software, videos, audio/music, books, video games, etc.) hacking/cracking/phreaking, emulators/ROMs, or distribution of copyrighted materials; (f) content that violates the rights of others, such as intellectual property or privacy rights; (g) activities generally understood as Internet abuse including, but not limited to, the sending of unsolicited bulk electronic mail; or (h) content that is otherwise offensive or inappropriate in Buyer’s sole discretion.
8. Leads sold as “Exclusive” (as indicated in the IO) must not be used by Seller or otherwise sold to, shared with or distributed to, other lead buyers, lead aggregators, vendors, wholesale operations, retailer buyers or other third parties. Leads sold as “Shared” (as indicated in the IO) may only be distributed/resold by Buyer in accordance with the number of available “slots” as provided by the Seller at the time the subject Leads were sold by Seller to Buyer. Buyer may not resell Shared Leads to other lead aggregators that would distribute the Leads beyond the number of available slots.
9. Leads must not be misclassified (for example, a roofing Lead is not a Valid Lead if the subject Lead expressed an interest in a plumbing product and/or service rather than a roofing product and/or service).
10. The consumer completing the Lead request form must be eighteen (18) years of age or older.
11. Leads obtained through the use of Craigslist or other similar online classified ad websites must not be misleading in any way including, without limitation, any strategies that redirect persons to landing pages for purposes not clearly referenced or explained in the original ad.
12. Lead generation methods must comply with the terms of use and privacy policy of the website or internet service provider utilized (e.g., Google, Bing, Yahoo!, Facebook, etc.).
13. Leads must not be generated through the use of advertisements that are misleading, untrue and/or infringing upon any trademark, copyright or other third party intellectual property rights.
14. Leads must be delivered to Buyer in real-time, unless otherwise agreed by Buyer and formalized in the IO under “Additional Terms.”
15. Leads must not be obtained using any other fraudulent or illegal practices.
16. Unless authorized in writing, in advance, Seller may not use third-party trademarks or any other term excluded in any applicable IO, in any manner to direct traffic to any Seller Websites. This prohibition includes, but is not limited to, purchasing keywords from search engine service providers (“Paid Search Networks”), or purchasing inclusion in search engine networks (“Paid Inclusion Networks”), where the associated keywords include the trademark, service mark and/or navbar-brand name of any third party including, without limitation, any Client, or any derivative or misspelling of any such trademark, service mark or navbar-brand name. Without limiting the foregoing, Seller must not violate the rules, requirements or regulations of any Paid Search Network or Paid Inclusion Network, and Seller shall fully indemnify and hold harmless Buyer from and against any and all liability arising in connection with such a violation.
17. Without limiting any of the marketing restrictions contained herein, without receiving Buyer’s prior written approval in each instance, Seller may not: (a) include or promote any Creative by and through any blogs, news articles or other social media outlets; or (b) use any endorsements or testimonials in connection with marketing the Creative.
18. Seller may not engage in any marketing and/or Lead generation via SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol.
19. Seller may not: (a) take control of an end-user’s computer by delivering advertisements that the end-user cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (b) install or execute on another’s computer one or more additional software program(s) without consent of the end-user (in addition, Seller must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the end-user); and/or (c) distribute spyware or other similar harmful software.
20. For Lead Generation in Legal Verticals: Creative and Lead generation activities must comply with all applicable state laws, as well as American Bar Association rules, regarding attorney advertising, ethics and client solicitation, as well as any and all state bar association rules regarding same, California B&P code §§ 17200 and 17500, et seq., and all rules and regulations promulgated under any of the foregoing including, without limitation, those governing attorney advertising, solicitations and ethics.
21. Creative must not be posted, displayed or directed to any websites or URLs that contain communications regarding an attorney’s services or legal services that: (a) either expressly state or imply qualifications of the attorney or the attorney’s services; (b) include misleading information that is likely to create unjustified expectations about a specific attorney or the nature of legal services offered; (c) compare the attorney or legal services to those of other attorneys or legal services; or (d) promise results that will likely be obtained by the attorney or attorneys.
22. For the avoidance of doubt, oncoreleads.com and other domains owned by CO2 Ventures, LLC is considered “Lawyer Directories” and not “Lawyer Referral Services.”
23. Creative must not contain images or depictions of money, judges, celebrities, extreme emotional appeals, acts of violence or imagery of weapons. Creative containing pictures of people, as lawyers, clients, etc., must contain a disclaimer in the footer stating: “All photos are of models and do not depict clients” or substantially similar language.
24. Examples of prohibited Creative language (these are examples only and are not exhaustive lists):
    Regarding the promise of results or creating unjustified expectations, do not use:

• “eliminate your debt with bankruptcy”
• “win your case with an attorney”
• “quick and easy settlement”
• Regarding qualifiers used to describe attorneys, you may refer to attorneys as “local” or “practicing in [specified area of law]. Do not use works like “expert,” “specialist,” “certified,” “best,” “qualified,” etc.
  Do not make statements regarding past success. For example, do not state “sponsoring DUI lawyers have helped thousands of people get out of DUI charges”.
  Do not state or imply that the consumer is using a referral service. For example, do not state:
  • “you will be referred to an attorney”
  • “we will place you with an attorney”
  • “we will match you with an attorney”
  • “the right attorney”
  • “the attorney who is right for you”
• To the extent Seller generates Leads via email campaigns, Seller shall comply with the following Email Policy:
  • All Creative and other content and images appearing in email delivered to the Seller Databases must adhere to these Quality Control Guidelines, as well as the requirements set forth in the Purchase Agreement.
  • Every email must include the following:
    • a subject line containing the phrase “ATTORNEY ADVERTISEMENT” either at the beginning or the end of the subject line; and
    • language conspicuously in the email stating “ATTORNEY ADVERTISING MATERIAL. This is a legal advertisement for legal services. If you have already retained a lawyer in connection with the legal matter referred to in this advertisement, please disregard this advertisement.”

Offsets and Credits (for all Lead generation activities):

In the event that Buyer pays for Leads that are later deemed invalid or were generated in violation of the Agreement and/or these Quality Control Guidelines, such fees must be repaid to Buyer on demand.