1. Certain Definitions. You are sometimes referred to as “you”,“your”, the “Buyer” or “Buyer’s”. We are sometimes referred to as “Find My Leads”, “we”, “our”, or” Find My Leads’s.” The term “Agreement” means these General Terms and Conditions and any Lead Insertion Order signed by you in connection with the purchase of leads from Find My Leads by you. The term “party” means you and/or us, as the case may be. RealTime leads are leads that are generated during this Calandar day and Daily Leads are leads delivered today that were generated yesterday.

2. Services. Find My Leads will sell Leads to Buyer, and Buyer will purchase Leads from Find My Leads. All leads will be purchased via the website or sent to the user via the website or an approved custom delivery method. There is no Lead Insertion Order required. However, a signed insertion order may be offered. Each online or offline Lead Insertion order or Lead criteria shall contain information concerning quantities, price, payment terms, lead validity, and other relevant specifications. Find My Leads, may choose to accept a Lead criteria as entered on the website by the Buyer or may alter it in its sole discretion provided that such alteration does not invalid the clients lead request, terms, price or lead validity. There is no time limit associated with the fulfillment of a lead insertion order. Buyer understands and Find My Leads agrees that the time to fill an order must be stated specifically in any lead Insertion Order. The faillure to specify a time limit to complete an order constitutes that Find My Leads has up to 6 months fill any lead insertion order or delivery any online lead as per the original request.

3. Term/Termination. This Agreement shall last for one year from the date of this Agreement except as provided otherwise. This Agreement shall renew automatically for additional one year terms until terminated by either party, by written notice at least thirty calendar days prior to expiration of such initial term or any renewal term. Either party may terminate this Agreement in the event of a material breach or default by the other party (as to representations, warranties, covenants, and the performance of obligations herein) if such breach or default is not cured within 30 days following written notice by the non-defaulting party; or, if a good faith effort to cure is not begun by the defaulting party within such 30 day period and communicated to the non defaulting party. If a good faith effort to cure is commenced in a timely manner by the defaulting party, then such party shall have thirty (30) calendar days from the date on which the good faith effort to cure is commenced and communicated to the non-defaulting party within which to cure the default. If the default is not cured within such additional 30-day period, then the non-defaulting party may exercise its right to terminate this Agreement at the expiration of such additional 30-day period upon 30 days advance written notice to the defaulting party. Notwithstanding anything to the contrary contained herein, Buyer may not commence an election to terminate this Agreement or any applicable Lead Insertion Order signed in connection herewith until 30 days have passed from Find My Leads’s receipt of the monies owed by Buyer to Find My Leads for the Lead Insertion Order in question. Upon the effective date of any termination hereunder, Find My Leads shall refund any monies owed to Buyer within 30 days of such effective termination date.

4. Obligations of Find My Leads. During the term of this Agreement, Find My Leads shall be responsible for the development, operation, and maintenance of its lead generation mechanisms and for all materials that appear therein.

5. Obligations of Buyer. During the term of this Agreement, you shall (a) ensure that any materials provided by Buyer for use by Find My Leads in the generation of Leads does not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, trade secrets, privacy or other personal or proprietary rights); and (b) pay Find My Leads for all valid Leads delivered in each billing period as specified in any relevant Lead Insertion Order.

6. Representations / Warranties / Covenants / Compliance with Laws. Find My Leads and Buyer each represent and warrant that they are authorized to execute this Agreement and to perform their respective obligations hereunder. Both parties warrant, represent, and covenant that they are currently and will in the future comply with all applicable laws, regulations, rules, ordinances and orders regarding their activities related to this Agreement including but not limited to laws on the use of the internet, spamming and any “terms of use" provisions of all applicable internet service providers with whom they do business.

7. License. To the extent required hereunder, Find My Leads and Buyer grant to each other a limited, non-exclusive, revocable license to utilize and display the other’s trademarks and copyrighted materials for the purpose of carrying out their respective obligations hereunder. Other than the foregoing, neither party will use the other’s trade name, trademarks, logos or email materials in any public announcement regarding any matter, including, without limitation, the existence or content of this Agreement without the other’s prior written approval.

8. Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, employee/employer or franchisor/franchisee relationship is intended or created by this Agreement. Neither party, its agents or employees shall be deemed or act as agents or representatives of the other party for any purpose, except as set forth in this Agreement, and cannot bind the other party to any agreement, either express or implied.

9. Indemnities. You shall defend, indemnify, and hold harmless Find My Leads against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which Find My Leads may incur as a result of claims in any form by third parties (including any governmental or regulatory body or agency) arising out of or relating to this Agreement or any material breach hereunder. For purposes of this paragraph, Find My Leads shall be deemed to include its officers, directors, shareholders, employees, agents, and representatives.

10. Non-Disclosure / Confidential Information. For purposes of this Agreement, Confidential Information shall include, without limitation, Buyer's and Find My Leads’s customer lists, marketing strategies, methods of obtaining new customers, non-public financial and commercial information and other "trade secrets". Both parties shall hold and maintain the Confidential Information in strictest confidence and in trust for both parties’ sole and exclusive benefit. Find My Leads and Buyer shall not, without prior written approval, directly or indirectly, use, publish or disclose to others, for either parties’ benefit, or to the detriment of either party, any of the Confidential Information. Both parties shall take all necessary action to protect the confidentiality of the Confidential Information and only disclose it to those of its officers, directors, and employees who clearly need such access in order to fulfill any obligations hereunder. Each party agrees to indemnify the other party against any and all losses, damages, claims, or expenses (including attorney's fees) incurred or suffered by the other party as a result of Find My Leads’s or Buyer’s breach of this section. Either parties’ obligation to not disclose the other parties’ Confidential Information shall continue in full force and effect until two (2) years after Buyer and Find My Leads cease to do business, except that Buyer’s or Find My Leads’s described obligations shall not extend to any of the Confidential Information that Buyer or Find My Leads can demonstrate was in the public domain on the date of this Agreement. Both parties shall return all Confidential information to the other party immediately upon termination of this Agreement. Not withstanding anything to the contrary contained herein, both parties understand and acknowledge that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Buyer or Find My Leads irreparable harm, the amount of which may be difficult to ascertain and, therefore, agree that Buyer or Find My Leads may apply to a court of competent jurisdiction in Orange County, California for injunctive relief. Such right of Buyer or Find My Leads to immediate injunctive relief is to be in addition to the remedies otherwise available to Buyer or Find My Leads hereunder.

11. DISCLAIMER / LIMITED LIABILITY. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES MADE HEREIN, PRIMEQ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. PRIMEQ WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRIMEQ’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM BY BUYER IS LIMITED TO THE AMOUNT RECEIVED BY PRIMEQ FROM BUYER FOR THE LEAD INSERTION ORDER GIVING RISE TO THE CLAIM.

12. Force Majeure. Neither Find My Leads or Buyer will be liable to the other for any delay or failure to perform hereunder that is due to causes beyond the control of said party including but not limited to internet disruptions, communication systems disruptions, government restrictions, labor strikes, war, sabotage, terrorism, flood, earthquake, fire, other natural disasters, or any other event beyond the reasonable control of such party.

13. Governing Law / Dispute Resolution / Arbitration / Fees. 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. Jurisdiction in any action or proceeding hereunder shall be exclusively in Orange County, California, and each party hereby submits to the personal jurisdiction and venue of the federal or state courts in Orange County, California. Furthermore, each party agrees to the exclusive, binding dispute resolution procedures set forth in this Section. The parties agree that any controversy arising out of this Agreement and involving a claim of more than $5,000, exclusive of costs or attorney's fees, shall be settled by binding arbitration at Newport Beach, California, in accordance with the rules of the American Arbitration Association, and as described in this Section. The parties shall submit all disputes relating to this Agreement (whether contract, tort, or both) to binding arbitration, in accordance with California Code of Civil Procedure sections 1280 through 1294.2. Either party may enforce the award of the arbitrator under Section 1285 of the Code. The parties understand that they are waiving their rights to a jury trial. The party demanding arbitration shall submit a written claim to the other party, setting out the basis of the claim and proposing the name of an arbitrator. The responding party shall have ten (10) business days in which to respond to this demand in a written answer. If this response is not timely made, or if the responding party agrees with the person proposed as the arbitrator, then the person named by the demanding party shall serve as the arbitrator. If the responding party submits a written answer rejecting the proposed arbitrator then, unless the parties agree on an arbitrator, on the request of either party, the American Arbitration Association shall select an arbitrator. The arbitration shall take place in Newport Beach, California, at a time and place selected by the arbitrator. Any controversy or claim relating to this Agreement (whether contract, tort, or both), or the breach of this Agreement shall be arbitrated by and in accordance with the then existing commercial arbitration rules of the American Arbitration Association at its offices in Orange County, California. Each party shall be responsible for its own costs of arbitration. At the conclusion of arbitration, the arbitrator shall award the prevailing party its expenses and fees of arbitration, including reasonable attorney fees and witness fees, in such proportion as the arbitrator decides. To the maximum extent possible, the parties desire that any arbitration under this Agreement be consolidated with any arbitration proceeding in which related issues are being resolved (all to be consolidated in Orange County, California). The parties shall take all action necessary or desirable to achieve consolidation. The parties agree that an arbitrator shall be deemed qualified to serve hereunder only if the arbitrator is a retired judge who served as a state or federal judge for more than ten (10) years and has relevant experience in business law matters. Discovery shall be available under AAA's rules. Any controversy hereunder involving a claim of $5,000 or less, exclusive of costs or attorneys fees, shall be submitted to the appropriate court(s) in Orange County, California. In the latter instance, the prevailing party shall be entitled to attorney’s fees and costs.

14. Third Party Beneficiaries. No person who is not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement.

15. Assignment / Successors / Assigns. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and assigns.

16. Entire Agreement / Miscellaneous. This Agreement sets forth the entire and exclusive understanding and agreement, and supersedes any prior or contemporaneous agreement or understanding (oral or written), between Find My Leads and Buyer with respect to the subject matter hereof. In agreeing to these General Terms and Conditions, each party has had such independent advice and counsel of its attorneys and advisors as it has deemed necessary, in language such party understands, with respect to the advisability of agreeing to these General terms and Conditions, and each party has so agreed willingly, without fraud, duress or undue influence. This Agreement shall control over any conflicting provisions of any Lead Insertion Order. Either party's failure to act with respect to a breach by the other party or others does not waive its right to act with respect to subsequent or similar breaches. All notices under or relating to this Agreement shall be sent by email, facsimile or other instantaneous written communication, with a confirming copy sent by hand delivery, or overnight courier service. All notices shall be sent to the persons or addresses identified in any Lead Insertion Order signed in connection herewith. Any notice that cannot for any reason be sent by instantaneous communication may be hand delivered. The date of notice shall be the date that the notice is sent.

17. AMENDMENTS. Find My Leads MAY AT ANYTIME, IN ITS SOLE DISCRETION, REVISE THESE GENERL TERMS AND CONDITIONS UPDATING THEM ON THIS WEB SITE. YOU ARE BOUND BY ANY SUCH CHANGES AS OF THE DATE SUCH CHANGES ARE POSTED ON A GOING FORWARD BASIS. YOU AGREE TO PERIODICALLY VISIT THIS WEB SITE TO REVIEW THE THEN CURRENT GENERAL TERMS AND CONDITIONS.