TERMS OF SERVICE AGREEMENT

This Agreement together with your Broker Order sets forth the Standard Terms and Conditions that apply to your use of SmartLeadz® services. SmartLeadz is a registered service mark and dba of SmartLeadz Intelligent Marketing Solutions LLC. A Nevada corporation and any reference in this "Terms of Service Agreement" to SmartLeadz shall be considered one in the same with SmartLeadz Intelligent Marketing Solutions LLC. The Broker Order you completed in conjunction with your account activation is a part of this Agreement and is operated herein by this reference as though fully set forth herein.

TERMS AND CONDITIONS FOR USE OF SmartLeadz SERVICES, RECEIPT OF CONSUMER CONTACT INFORMATION AND FOR USE OF THE SmartLeadz.com WEBSITE.

BY VISITING OR USING THE SmartLeadz WEBSITE, OR ANY PAGE OF THE www.SmartLeadz.com WEBSITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE, AND THAT SUCH AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND SmartLeadz. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT VISIT OR USE THE SmartLeadz WEBSITE OR ANY PAGE OF THE SmartLeadz WEBSITE.

Definitions: For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1. “Agreement” refers to this Terms of Service Agreement AND your Broker Order;

2. “Broker Order” shall mean one or more separate documents governed by this Agreement specifying the parameters of the Leads, luding the Fees for obtaining and using such Leads, made available to Broker and in accordance herewith;

3. “you” and “yours,” refer to you, a visitor/User to the SmartLeadz website, as well as anyone you authorize to visit and use the SmartLeadz website on your behalf;

4. “SmartLeadz,” “us” “we,” and “our” and “ours” refer to SmartLeadz Intelligent Marketing Solutions LLC. dba SmartLeadz and any affiliates of SmartLeadz Intelligent Marketing Solutions LLC. dba SmartLeadz whose products or services are offered on the SmartLeadz website;

5. “SmartLeadz.com website” refers to the website located at www.SmartLeadz.com and related pages, or any linked pages and websites hosted or sponsored by SmartLeadz;

6. “Consumer” shall mean an individual seeking a mortgage loan quote or service whose personally identifiable information is the subject of a Lead;

7. “Lead” shall mean a mortgage loan request generated via lawful means either through traditional media, internet or telemarketing campaigns whether conducted by or on behalf of SmartLeadz Intelligent Marketing Solutions LLC. or purchased from wholesale vendors and thereafter provided to Broker and that contains information substantially similar to the sample Lead displayed at http://www.SmartLeadz.com;

8. “Duplicate Lead” shall mean a Lead that has been received by Broker from SmartLeadz within the previous thirty (30) days from a Consumer identified by the same first and last name, address, email address or phone number;

9. “Valid Lead” shall mean a Lead that meets one of the following criteria: (i) the lead does contains a valid name, one valid contact phone number and is not for a Consumer who is subsequently proven to be a victim of identity theft; (ii) the Lead is not a Duplicate Lead, and (iii) the Lead is not for financing raw land, a mobile home or commercial property;

10. “Real Time Lead” shall mean a Valid Lead that was completed by a consumer online and directly submitted to the SmartLeadz.com database, electronically or manually validated by us and made available for purchase by a broker or lender within twelve (12) hours of the submission by the consumer; or is a Valid Lead received during normal business hours into the eleads.com database in a batch file format from a contracted vendor or affiliate who received the Valid Lead from the consumer and SmartLeadz.com has verified via telephone conversation with the consumer as being current, legitimate and accurate and thereafter made available for purchase by a broker or lender within twelve (12) hours of receipt from any such source, regardless of the age of the data provided by the consumer within the lead itself.

11. “Fresh Lead” shall mean a Valid Lead that has entered into the SmartLeadz database from a variety of commercial sources and made available for purchase by a broker within 3 business days of receipt, regardless of the age of the data the consumer entered.

12. “Invalid Lead” shall mean a Lead that meets one of the following invalidation criteria: (i) the lead does not contain a valid name and one valid contact phone number; (ii) the Lead is a Duplicate Lead, (iii) the Lead is for financing raw land, a mobile home or commercial property, or (iv) the lead is for a Consumer who is subsequently proven be a victim of identity theft;

13. “Auto-Routed” leads are leads that are automatically sent to a Broker each business day according to unique filtering criteria and lead delivery method(s) established from time-to-time by Broker;

14. “Overstock Lot” leads are leads that are designated by SmartLeadz specifically as Overstock Lot Leads and are available for distribution and sale; have been in SmartLeadz inventory between one (1) business day and twelve (12) business weeks; that may have been previously routed to another Broker(s); which may be made available to Broker at a discounted rate and are leads that are manually chosen by Broker from the inventory listing found on our website www.SmartLeadz.com after log-in by Broker into their user account.

SmartLeadz is committed to maintaining the privacy and security of any and all information that you provide to SmartLeadz through the SmartLeadz.com website. To that end, SmartLeadz urges you to review the SmartLeadz Privacy Policy, which may be accessed by clicking on the following link: Privacy Statement

Please note that privacy policies of SmartLeadz's affiliates or third parties may apply to information you provide on the SmartLeadz.com website. In addition, websites linked to the SmartLeadz.com website may have separate privacy policies.

Except where we specify otherwise, SmartLeadz offers you access to the SmartLeadz.com website solely for your personal and non-commercial uses. You promise that you will not use the SmartLeadz.com website, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the SmartLeadz.com website. This means, among other activities, that you agree not to engage in the practices of “screen scraping,” “database scraping,” or any other similar activity. You agree that you will not use the SmartLeadz.com website in any manner that could damage, disable, overburden, or impair the SmartLeadz.com website or interfere with any other party's use and enjoyment of the SmartLeadz.com website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the SmartLeadz.com website.

If and when requested by SmartLeadz.com, you agree to provide true, accurate and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with the written permission of SmartLeadz.com, you agree that you will not access or attempt to access password protected, secure or non-public areas of the SmartLeadz.com website.

You agree that SmartLeadz may in its sole discretion and at any time terminate your access to and use of the SmartLeadz.com website, or any part thereof, with or without notice.

The SmartLeadz.com website contains content and information originated by SmartLeadz, affiliates of SmartLeadz or unaffiliated third parties. SmartLeadz makes available such content and information through the SmartLeadz.com website as a public service, for the sole purpose of aiding you, the individual Broker. SmartLeadz, therefore, cannot guarantee the accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such information. You are responsible for confirming the sufficiency and reliability of any such information. This means, for example, that all of the information and materials contained in the SmartLeadz.com website—luding any terms and conditions necessary to obtain a loan or other products or services—are subject to change at any time. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final SmartLeadz determination and acceptance.

All electronic communications, luding any electronic signatures or identifiers of SmartLeadz, are being transmitted solely for informational purposes. By making an electronic communication, SmartLeadz specifically does not intend to agree, bind, or otherwise consent to any matter for any purpose whatsoever, luding loan brokering, loan processing or loan approval, and does not intend that the electronic communication, or any related or associated electronic media or data, to constitute, or to be deemed to constitute, an electronic signature pursuant to any state or federal law or regulation that authorizes the use of electronic signatures.

Our services are only available to principals and employees of duly organized and licensed mortgage brokers or lenders whose state licenses are in good standing and who meet our eligibility criteria. SmartLeadz, in our sole discretion, reserves the right to determine the eligibility of Broker to receive Leads. Our “Eligibility Criteria” shall mean the following criteria as applied to a Broker:

1. Broker must be licensed and in good standing as a residential mortgage broker in all applicable jurisdictions with all applicable regulatory authorities;

2. Broker must not engage in, be known to or have a reputation for engaging in, predatory lending practices or other conduct which violates applicable law, regulations, rules of conduct or ethics codes of brokers;

3. Broker must not engage in fraud or unfair competition or practices in violation of privacy and/or anti-spam laws;

4. That neither you nor anyone in your charge engages or condones any prohibited activity(s) or conduct referenced above; and

5. That you are authorized to enter into this Agreement and that the performance of the respective obligations hereunder do not violate any other agreement to which you are a party.

Your acceptance of these terms is your warrant and representation to us that your conduct in performing your obligations under this Agreement will conform to all of the Terms of Service set forth herein and all applicable, international and/or federal, state and local laws, rules and regulations luding, without limitation, the provisions of the published SmartLeadz Privacy Policy; all privacy laws and anti-spam laws (luding, but not limited to, the Graham-Leach-Bliley Act, the Do-Not-Call Telephone Solicitation Implementation Act of 2003 and the Telephone Consumer Protection Act of 1991), laws regarding email marketing (luding, but not limited to, the CAN-SPAM act of 2003), and the Fair Credit Reporting Act.

If, after you contact a Lead, and the Consumer requests to be removed from any further contact from you and/or SmartLeadz, you agree to comply with this request for your own records AND you agree to forward that Consumer's request to SmartLeadz via e-mail at admin@SmartLeadz.com within ten (10) business days of your receipt of the request.

2. Offer your most competitive rates and terms to the Consumer (lowest rates and fees for borrowers and loans of like characteristics) without regard to payments to SmartLeadz under this Agreement;

3. To not pass through to the Consumer the payments you made to SmartLeadz to obtain the Lead under this Agreement;

5. That you will not use or disclose any of the Consumer information in violation of any applicable state, federal or local law, rule or regulation (luding, without limitation, any applicable privacy laws and the Fair Credit Reporting Act);

6. That you will not use or disclose any of the Consumer information for any other purpose or use (whether by You or any other person or entity associated with You) other than for You to provide the Consumer a direct quote for a loan, luding, but not limited to selling, renting, leasing or transferring the information contained in the Lead to any person or entity other than Broker or using the information either yourself or through any of Your affiliates or any other person or entity to offer any other products or services or contacting the Consumer for any other reason. If You or anyone affiliated with you breaches any of the provisions in this Section, then (i) You agree to indemnify, defend and hold harmless SmartLeadz for all Claims arising out of or related to such breach in accordance and (ii) SmartLeadz may immediately terminate this Agreement without notice or a right to cure;

7. To respect a prospective borrower's privacy and if received, their demand to be removed from any future contact list by you and to report same to SmartLeadz via e-mail at admin@SmartLeadz.com within ten (10) business days of your receipt of the request;

8. TO COMPLY WITH STATE AND FEDERAL DO-NOT-CALL LAWS. SmartLeadz, despite our efforts to ensure our leads are within Do-Not-Call legal guidelines, cannot legally stand in your place and absolve you from your responsibility to be in compliance with the law. State and federal Do-Not-Call registries exist to prevent unsolicited telemarketing calls, not calls from persons who have asked to be contacted. Under Federal rules (and most all states), “safe harbors” exist to allow a Consumer to expressly grant permission to be contacted even though they have registered their phone number with a state or federal Do-Not-Call registry. A Consumer submitting a Quote Request via the internet to SmartLeadz is granting permission to be contacted and under safe harbor rules they may be contacted up to 90 days after they submitted the permissive contact Quote Request. We, along with those affiliates contracted with us, take extraordinary steps to ensure the Consumer knows and understands that by submitting their Quote Request they are granting express permission to be contacted by one or more brokers or lenders signed up with us, even if they are registered on a Do-Not-Call registry. We also provide to the Consumer a list of all brokers and lenders subscribing to our service who may be contacting them. Finally we record the date, time and IP address for all Quote Requests received by us and can make such data available to you should you need to show when and from where permission to be contacted occurred. NEVERTHELESS, and despite our extraordinary efforts, current law holds you, the caller (telemarketer) responsible to comply with the Do-Not-Call rules. THEREFORE, if you are unsure about your exposure to fines under the Do-Not-Call laws, we recommend that you work with your independent counsel to develop and implement a compliance plan for your business.

Registration is available to eligible members only. You may only register one time for our service. To register, you must complete a Broker Order wherein you provide your business contact information, billing information, initial lead type and filter criteria, and your initial lead block purchase commitment(s). The Broker Order is a legally binding contract and is part of this Terms of Service Agreement, operated herein by this reference as though fully set forth herein. After you register, you may set up sub-accounts if you need to have more filters or set up accounts for other loan officers at your company. Your user account shall be provisionally activated when SmartLeadz Intelligent Marketing Solutions LLC. has received your fully executed Broker Order, and you affirmatively agree to this Terms of Service Agreement. Permanent activation will occur only when SmartLeadz Intelligent Marketing Solutions LLC. has received confirmation that your initial Block Commitment payment(s) has cleared by your bank or Credit Card Company. You can expect a processing delay of up to ten (10) business days from the date you authorize payment on your credit card or the date we receive your check for your Block Commitment payment to clear your bank or Credit Card Company. All terms and conditions of this Terms of Service agreement apply during this provisional activation period. SmartLeadz Intelligent Marketing Solutions LLC. reserves the right to deactivate your account at any time during this provisional activation period without prior notice to you.

You may only purchase leads once your account has been activated and there are sufficient funds on deposit in your user account to purchase the leads you choose. Your account shall be debited for the cost of the lead(s) you ordered when those leads are available to you for download from your SmartLeadz account regardless of the service level and delivery method you choose. It is your responsibility to manage your own account activity. FROM TIME TO TIME SPECIAL LEAD PRICES AND PROMOTIONS ARE EXTENDED TO BROKER SUBSCRIBERS. WHEN OFFERED, SPECIAL LEAD PRICES ARE EXTENDED TO ACCOUNT HOLDERS ON THE EXPRESS CONDITION THAT THE ACCOUNT HOLDER PURCHASE THE ENTIRE LEAD VOLUME COMMITMENT AGREED TO IN THE OFFER EXTENDED. SHOULD YOU ACCEPT AND PARTICIPATE IN ANY SUCH SPECIAL LEAD PRICE OFFERS AND PROMOTIONS, ANY REDUCTION IN THE CONTRACTED VOLUME COMMITMENT OR REQUEST FOR ACCOUNT TERMINATION PRIOR TO YOU FULFILLING YOUR TOTAL PURCHASE COMMITMENT UNDER THE PROMOTION, WILL VOID THE PROMOTIONAL PRICING RETROACTIVE TO THE START DATE OF THE PROMOTION ITSELF AND WILL RESULT IN A FULL CURRENT MARKET PRICE CHARGE ASSESSMENT BEING LEVIED FOR EACH LEAD PURCHASED FROM THE PROMOTION START DATE UP TO THE POINT OF REDUCTION OR TERMINATION. All leads sold by SmartLeadz are non-exclusive and may be sold to multiple brokers according to filtering criteria established by individual brokers and the lead data itself. A twenty-five ($25) dollar per calendar month administrative fee applies to all open accounts with no activity during that month. An automatic debit from your account in the amount of $25 will occur each calendar month your account remains inactive. This administrative fee is waived each month IF you actively utilize your account by purchasing a lead(s).

Auto-Routed Leads and Manually selected leads through our Overstock Lot. You can combine the levels of service if you choose at any time. Lead costs vary depending on the type of service you request and the type and age of lead requested. Regardless of the level of service and type of lead requested, with the exception of your initial Block and volume commitments set forth in your initial Broker Order, if you decide to buy leads, the price for the leads will be based on the SmartLeadz pricing schedule in effect at the time you buy the leads.

YOUR PURCHASE IS A BINDING CONTRACT subject to the guarantee, return, refund policies and other terms set forth in this Terms of Service Agreement and in your initial Broker Order. Your account will be immediately debited for the total initial commitment amount(s) you agreed to in your Broker Order. After your Initial Commitment is satisfied as set for below, your account will be immediately debited for the total purchase amount based upon the current market price for the leads you accept as stated in the SmartLeadz pricing schedule in effect at the time you buy the leads. Your account shall be debited for the cost of the lead(s) you ordered at the time those leads are made available to you for download through your SmartLeadz account regardless of the service level and delivery method you choose or your actual retrieval of the leads.

Auto-Routed Lead Block Initial Volume Commitment: By establishing your user account for Auto-Routed lead delivery, you are committing yourself to purchase an initial block of leads to be delivered to your user account during the first sixty (60) days of service. Leads will be automatically delivered to your user account each business day during this sixty (60) day period or until your initial block deposit is exhausted, according to the filter criteria you select. Filter criteria can be changed as often as you choose. It is your responsibility to manage your own account. On or before the 60th day of your block commitment, you must purchase a sufficient quantity of leads to satisfy your initial block commitment to us in full. If you do not, you hereby grant us permission to automatically purchase the quantity of leads sufficient to satisfy your initial block commitment and to automatically deliver to your account that day, regardless of any daily volume limitations you have previously established. You further hereby authorize us to use the remaining funds and unused lead credits in your initial block deposit on the 61st day for the final lead delivery payment. You will be charged a fee per lead for those leads auto-routed to your user account as called out in your initial block commitment or the close of business on the 60th day following your account activation, whichever occurs first. Your initial

Block Commitment is non-cancelable during the initial sixty (60) day period following your user account activation date.

Your Initial Block Commitment fee is non-refundable once your account is activated. Beginning on the 61st day following your user account activation, our normal and customary per lead charges in effect each time you log into your account to purchase a lead shall apply to all leads purchased through your user account. Prices subject to change without notice.

Minimum Overstock Lot Lead Volume Commitment: By establishing your user account for Overstock Lot lead delivery, you are committing yourself to purchase an initial number of leads to be delivered to your user account during the first sixty (60) days of service. You will be immediately charged an initial volume commitment fee based upon your lead volume commitment. You must manually choose the leads you would like from our Overstock Lot lead inventory. You have sixty (60) calendar days from the date your user account is activated to access, download and accept Leads from our Overstock Lot, up to the total volume of leads you committed to in your Broker Order. On or before the 60th day of your block commitment, you must purchase a sufficient quantity of leads to satisfy your initial block commitment to us in full. If you do not, all unused lead credits remaining in your initial block deposit on the 61st day will be used to automatically purchase the quantity of leads of the type last purchased through your account sufficient to satisfy your initial block commitment which shall be automatically delivered to your account that day, regardless of any daily volume limitations you have previously established. During the first sixty (60) calendar days after your user account is activated, you will not be charged an additional per lead fee for those Overstock Lot leads chosen by you and routed to your user account until you have accepted and downloaded the total number of leads called out in your initial Overstock Lot Volume commitment or the close of business on the 60th calendar day following your account activation, whichever occurs first.

Your initial Cherry Pick/Aged Data Commitment is non-cancelable during the initial sixty (60) day period following your user account activation date. Your Initial Overstock Lot Volume Commitment fee you paid at the time you established your user account is non-

refundable once your user account is activated, even if you fail to choose, accept and download all or any portion of the leads agreed to in your initial volume commitment. Beginning on the 61st day following your user account activation, our normal and customary per lead charges in effect each day you each time you log into your account to purchase a lead shall apply to all leads purchased through your user account. Prices subject to change without notice.

AUTO-ROUTED LEADS Initial Block Commitment Fee (Non-Refundable): Minimum of $500.00

(1) Credit card: WHEN YOU USE THIS WEBSITE TO PLACE ANY AMOUNT OF YOUR SMARTLEADZ ACCOUNT DEPOSITS ON YOUR CREDIT CARD, YOU ARE THE ONE MAKING THE CHARGE, NOT SMARTLEADZ INTELLIGENT MARKETING SOLUTIONS LLC.. ONLY YOU CAN MAKE A CHARGE AGAINST YOUR CREDIT CARD; SMARTLEADZ INTELLIGENT MARKETING SOLUTIONS LLC. DOES NOT STORE YOUR FULL CREDIT CARD NUMBER WHEN YOU USE YOUR CREDIT CARD TO FIND YOUR SMARTLEADZ ACCOUNT NOR DO WE MAKE ANY REOCCURING CHARGES AGAINST YOUR CREDIT CARD UNLESS YOU GRANT US FULL AUTHORIZATION TO DO SO IN WRITING.

If you use a credit card to fund your account, YOU AGREE TO NOT CHARGE BACK YOUR CARD for any reason until you contact us to try and resolve your dispute. If you are dissatisfied with our services or any Lead or Leads you have purchased using your credit card you must follow the return/refund policy and procedures set forth under this Terms of Service Agreement. In the event you breach this term and you charge back your credit card for all or partial amounts within your account, we will dispute the chargeback if we feel your claim is without merit. If we are successful, you will be charged an administrative service fee of one hundred ($100) dollars, which you agree to pay in addition to the amount of the Lead purchase fee due for Leads you have received to the date of the chargeback. Your user account balance will not reflect a deposit made until your credit card company has processed your payment into SmartLeadz Intelligent Marketing Solutions LLC.'s merchant account. This date may differ from the date you actually authorize your payment.

(a) Credit Card Protection Policy: In an effort to protect both SmartLeadz Intelligent Marketing Solutions LLC. and You from experiencing an unauthorized use of your credit card, the following policies are mandatory for all brokers when funding accounts using a credit card. NO LEADS WILL BE ROUTED TO YOUR ACCOUNT UNTIL THE FOLLOWING ID VERIFICATION SAFEGUARDS HAVE BEEN FULFILLED:

1. For all New Broker accounts funded with a credit card: You must provide our accounting department with a legible fax of an enlarged copy of your driver's license and Credit Card used to fund your account. You may fax these to 888-695-3239. The name on both the driver's license and the credit card must be the same, NO EXCEPTIONS. If you prefer, you may block out all but the last 5 digits of the credit card number prior to faxing it. The faxed document must reference the broker account number you have been assigned when you opened your account.

2. For all Existing Broker accounts funded with a different credit card: If you are funding your existing account with a credit card other than the one used to open your account initially, you must provide our accounting department with a legible fax of an enlarged copy of your driver's license and Credit Card used to fund your account. You may fax these to 888-695-3239. The name on both the driver's license and the credit card must be the same, NO EXCEPTIONS. If you prefer, you may block out all but the last 5 digits of the credit card number prior to faxing it. The faxed document must reference the broker account number you have been assigned when you opened your account.

3. For all Existing Brokers opening additional accounts: You must provide our accounting department with a legible fax of an enlarged copy of your driver's license and Credit Card used to fund your additional account. You may fax these to 888-695-3239. The name on both the driver's license and the credit card must be the same, NO EXCEPTIONS. If you prefer, you may block out all but the last 5 digits of the credit card number prior to faxing it. The faxed document must reference the broker account number you have been assigned when you opened your account.

(2) Check or Draft: If you use a check, luding a fax check to 888-695-3239, you agree to not stop payment on the check for any reason. If you are dissatisfied with our services or any Lead or Leads you have purchased using your check or draft you must follow the return/refund policy and procedures set forth under this Terms of Service Agreement. If your check or draft is not honored by the bank for any reason, you are subject to and will be charged a return check fee equal to three (3) times the face value of the check up to a maximum of one hundred ($100) dollars, which you agree to pay in addition to the check face amount. Your user account balance may not reflect a deposit made into your user account until your check been deposited into our bank, processed and has cleared your bank. This date may differ from the date you send your payment or the date we receive your check. ALL CHECKS MUST BE ACCOMPANIED BY A CLEAR ENLARGED COPY OF A VALID DRIVER'S LICENSE FOR THE SIGNER OF THE CHECK.

(3) PayPal: If you use PayPal, payments are to be made to SmartLeadz's PayPal vendor account at billingl@SmartLeadz.com. YOU AGREE TO NOT REQUEST A CHARGE BACK AGAINST THE CREDIT CARD used to fund the PAYPAL payment for any reason. If you are dissatisfied with our services or any Lead or Leads you have purchased using your credit card you must follow the return/refund policy and procedures set forth under this Terms of Service Agreement. In the event you breach this term and you charge back your credit card for all or partial amounts within your account, you will be charged a collection fee of one hundred ($100) dollars, which you agree to pay in addition to the amount of the lead purchase fee due for leads you have received to the date of the chargeback. Your user account balance will not reflect a deposit made until PayPal has processed your payment into SmartLeadz Intelligent Marketing Solutions LLC.'s PayPal account. This date may differ from the date you actually authorize your payment.

In any of the above circumstances, ALL UNPAID ACCOUNTS WILL BE SENT TO COLLECTIONS. In addition to the account balance owed to us, you will be responsible to pay any collection costs of not less than 40% of the outstanding balance in addition to reasonable attorney fees and court costs.

A Lead, whether it is through Auto-Routing or through our Overstock Lot, is considered delivered when it is made available to you in your broker account and available to you for retrieval, regardless of any supplemental delivery method you may request. For Brokers that SmartLeadz determines meet the technical requirements and operational and funding eligibility criteria, Leads shall be provided to your account pursuant to the parameters defined in your initial Broker Order and according to the filtering criteria you may from time-to-time select.

IT IS UP TO YOU, THE BROKER TO SET AND MONITOR YOUR DELIVERY CRITERIA. We will not change or alter your settings without your permission.

Leads are delivered to you through our automated delivery system according to the price and filter criteria you choose. Broker may choose to have Leads automatically retrieved ("Auto-Routed") from your account by our automated lead delivery system and provided to you by email or by fax; however, this does not change the delivered status once in your account nor does such an election eliminate your responsibility to check your account on a regular basis to ensure your leads are being retrieved. Auto-Routed Leads are normally delivered throughout a business day during each Business Week throughout the year, as they are received into our database and cleared through our quality assurance check. SmartLeadz shall endeavor to make Leads available as soon after submission as is practical given quality assurance testing and lead volume loads experienced. SmartLeadz shall have no responsibility for any service or server outages or failure of Broker's email system, fax system or Internet access.

1. Each 24 hour period beginning at 12:01 A.M. Pacific Standard Time through 12:00 midnight Monday through Friday shall be considered as one business day.

3. With the exception of New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day, all other Holidays are considered business days.

4. All Leads received on non-business days shall be delivered on the next Business Day.

SmartLeadz defines a “business week” as comprised of five (5) consecutive business days Monday through Friday.

Auto-Routed Leads: This is the most convenient and highest level of service available. Lead costs reflected under this superior level of service are influenced by the filter choices you make. By electing this level of service, leads are automatically sent to you each business day based upon the filter criteria you choose. When reference is made on our website as to the age of a lead, that age is stated in terms of business days, not calendar days.

Leads are procured from varying commercial resources. SmartLeadz employs internal data validation procedures and makes every effort to ensure you receive only valid leads. These efforts may lude a 24 hour lock-down period to phone verify the leads before they are distributed. Nevertheless, as the actual age of the data received may be different than the date SmartLeadz received the lead, occasionally a lead may contain information that, though consistent with our validation criteria, is no longer valid.

We offer a Limited guarantee that each Auto-Routed Lead to be a valid lead as defined in the “Definitions” section of this Agreement. Leads provided under your Initial Block Commitment that are subsequently shown to be Invalid Leads as defined in prior sections of this Agreement, will be replaced with a valid lead or be issued a store credit to your SmartLeadz account for the cost of invalid lead up to the maximum return allowance as defined in subsequent sections of this Agreement.

YOU ARE NOT ENTITLED TO ANY CASH REFUNDS DURING YOUR INITIAL BLOCK COMMITMENT PERIOD. For leads purchased after your initial Block Commitment period, we will issue a store credit to your SmartLeadz account for the amount you paid for an Automatically Routed Lead that is subsequently shown to be an Invalid Lead as defined in prior sections of this Agreement according to our standard lead dispute and refund policy set forth in this Agreement.

Data provided within a lead is inputted solely by the Consumer and not SmartLeadz or anyone affiliated with us. Consumers do not submit their contact information directly to SmartLeadz. A lead may come to SmartLeadz from a variety of provider commercial sources only some of which may be owned by us. WE DO NOT GUARANTEE THE AGE OF THE DATA CONTAINED IN A LEAD, THE AGE OF THE CONSUMER'S OPT-IN REQUEST OR WITH WHOM THEY ORIGINALLY SUBMITTED THEIR OPT-IN CONTACT INFORMATION OR THAT THE CONSUMER, WHEN CONTACTED, WILL REMEMBER SUBMITTING THEIR CONTACT INFORMATION ON AN OPT-IN REQUEST. WE DO NOT GUARANTEE THAT THEIR EMAIL ADDRESS IS CORRECT OR THAT THEIR STATED HOME VALUE, REQUESTED LOAN AMOUNT, CREDIT QUALITY, OR INTEREST RATE IS EXACTLY CORRECT AS THESE ARE ESTIMATES ENTERED BY THE CONSUMER WHEN COMPLETING THE APPLICATION. HOW YOU APPROACH AND HANDLE EACH LEAD IS UP TO YOU AND NOT UNDER THE CONTROL OF SmartLeadz. AS SUCH, WE DO NOT GUARANTEE YOU’RE RESULTS OR THAT YOU WILL CLOSE ANY LOANS WITH OUR LEADS. Se most of our leads are non-exclusive, the Consumer may have started a loan process with another Loan Officer, so this is not a valid reason for a dispute, refund or credit. Similarly, Consumers often will change their mind after they submit a request for contact and thus may not be willing to apply for a loan with you, so this is not a valid reason for a dispute, refund or credit. We recommend contacting the Consumer as soon as you get the lead so you can be the first to earn their business.

SmartLeadz reserves the right to change or adjust this policy without prior notice to you. You are therefore encouraged to periodically review this Terms of Service Agreement.

Overstock Lot Leads: Under this option, you must manually choose the leads you wish to purchase each time you log into your account. Lead costs are discounted for this level of service and leads may range in age from one (1) business day to fourteen (14) business weeks old. Se these leads are non-exclusive and these Leads tend to be older than the leads provided under the Auto-Routed Leads option stated above, there is a chance the Consumer may already be working with another Loan Officer so this is not a valid reason for you to dispute the lead. However, we find that brokers still have a great return on their investment with our older leads.

Overstock Lot leads older than two business days are sold "As-Is" and no warranty or guarantee is expressed or implied and you assume all risks relating to that lead and your use of it. NO REFUNDS OR STORE CREDITS WILL BE GIVEN ON ANY OVERSTOCK LOT LEAD OLDER THAN TWO (2) BUSINESS DAYS FROM ITS MAKING -NO EXCEPTIONS.

Data provided within a lead is inputted solely by the Consumer and not SmartLeadz. WE DO NOT GUARANTEE THE AGE OF THE DATA CONTAINED IN A LEAD OR THAT THEIR EMAIL ADDRESS IS CORRECT OR THAT THEIR STATED HOME VALUE, REQUESTED LOAN AMOUNT, CREDIT QUALITY, OR INTEREST RATE IS EXACTLY CORRECT AS THESE ARE ESTIMATES ENTERED BY THE CONSUMER WHEN COMPLETING THE APPLICATION. WE DO NOT GUARANTEE THAT THE CONSUMER HAS NOT CHANGED THEIR MIND OR THAT THEY HAVE NOT ALREADY REFINANCED WITH ANOTHER BROKER. These leads are discounted to accommodate for such circumstances. As they are older leads and likely previously distributed leads, these situations are likely to occur. How you approach and handle each Lead is up to you and not under the control of SmartLeadz. As such, WE DO NOT GUARANTEE YOU’RE RESULTS OR THAT YOU WILL CLOSE ANY LOANS WITH OUR LEADS.

SmartLeadz reserves the right to monitor your disputes and returns to determine their validity. SmartLeadz reserves the right to verify your dispute rationale and in our sole discretion, determine if your dispute is valid. In the event your dispute is determined to be without merit, the charge for the valid lead will stand against your account, no credit will be issued, and a dispute validation penalty will automatically be charged to your account according to the terms set fort in our Lead Return Policy. You will be notified via your account report of our actions to accept or deny your dispute within ten (10) working days of receipt of your dispute. ABUSE OF THIS RETURN POLICY WILL NOT BE TOLERATED. In the event we determine in good faith that your dispute is without merit according to our lead return policy and that you are abusing our return policy based upon the number or frequency of disallowed returns, in addition to not receiving a credit of the lead cost, your account will automatically be charged a dispute validation fee of $10 for each disputed lead proven to be without merit. In addition to all other remedies under this contract and in law, SmartLeadz reserves the right to terminate your account if abuse of this Lead Return Policy is proven to exist.

SmartLeadz reserves the right to change or adjust this policy without prior notice to you. You are therefore encouraged to periodically review this Terms of Service Agreement.

Auto-Routed Leads: YOU ARE ALLOWED TO RETURN A MAXIMUM OF 20% OF THE TOTAL NUMBER OF INVALID LEADS YOU PURCHASED EACH CALENDAR MONTH. ALL RETURNS WILL BE VERIFIED FOR VALIDITY AND MAY BE REJECTED IF YOUR RETURN REASON IS WITHOUT MERIT. If any lead provided to you does not contain valid basic contact information as described in the previous guarantee section, within five (5) days of purchase simply go to the "Leads section" after logging into your account at www.SmartLeadz.com. Then click on Dispute Lead and insert the Lead Id and reason for returning the Lead. Dispute percentages are electronically monitored and limited to a maximum of 20% of your total lead purchase volume for a calendar month. Disputes may be processed electronically unless your account has exceeded the return percentage maximum.

Subject to the maximum allowable return limit above, Replacement Leads or store credit shall be provided for Invalid Leads, however replacements shall not be provided for Leads where Consumers have elected not to use Broker's services. Broker hereby agrees to notify SmartLeadz in writing (via email to returns@SmartLeadz.com) of any Invalid Leads within five (5) calendar days of their delivery to Broker, which notice shall specify the invalidation criteria that is not met. LEADS MAY NOT BE RETURNED AFTER FIVE (5) CALENDAR DAYS AFTER DELIVERY. Following SmartLeadz's confirmation of any Invalid Leads, SmartLeadz shall provide replacement Leads. Lead returns of three (3) or less from the same batch can be processes using the automated lead dispute system found on the www.SmartLeadz.com website. Disputed leads in excess of three (3) leads from the same batch will require customer service verification and manual processing. In such circumstances, you will be provided a name and contact phone number to call to complete your dispute.

Overstock Lot Leads: Overstock Lot leads older than two (2) business days are sold "As-Is" and no warranty or guarantee is expressed or implied and you assume all risks relating to that lead and your use of it. NO REFUNDS OR STORE CREDITS WILL BE GIVEN ON ANY OVERSTOCK LOT LEAD OLDER THAN TWO (2) BUSINESS DAYS -NO EXCEPTIONS. After your initial block commitment has been met, Overstock Lot leads Two (2) business days old or less may be returned for Store Credit only if the lead contains no valid contact phone number or is for a mobile home, raw land or commercial property.

SmartLeadz reserves the right to monitor, validate, either electronically or by physical contacting the Consumer, your disputes and returns to determine if your dispute is valid. In the event your dispute is determined to be without merit and that you are abusing our return policy based upon the number or frequency of disallowed returns, the charge for the valid lead will stand against your account and no credit will be issued. Proof of the validation results is available to you upon your written request. SmartLeadz reserves the right to charge your broker account a dispute resolution fee of $10 for each and every lead you attempted to dispute where such dispute is proven to be without merit. You will be notified via email of our decision to accept or deny your dispute within ten (10) working days of receipt of your dispute.

SmartLeadz reserves the right to change or adjust this policy without prior notice to you. You are therefore encouraged to periodically review this Terms of Service Agreement.

Due to the electronic format used for E-Books, all E-Books are sold “AS-IS” without any express or implied warranty, luding fitness for a particular purpose, and may not be returned for store credit or a cash refund once the product has been has been sent by us to your designated e-mail address. SmartLeadz Intelligent Marketing Solutions LLC. is not responsible for non-delivery due to mechanical breakdowns in your personal computer, your ISP email errors, ISP or network system breakdowns or blocking programs initiated by your system or any other reason outside of our control that results in you not receiving your E-Book. NO EXCEPTIONS.

OVERSTOCK LOT LEADS OLDER THAN TWO (2) BUSINESS DAYS ARE SOLD AS-IS AND ARE NOT RETURNABLE FOR CASH REFUND OR STORE CREDIT UNDER ANY CIRCUMSTANCES.

ALL REFUNDS AND CREDITS ARE SUBJECT TO THE INITIAL BLOCK RESTRICTIONS, INACTIVE ACCOUNT POLICIES, LEAD DATA QUALITY GUARANTEES, AND DISPUTED LEAD RETURN POLICIES STATED IN PREVIOUS SECTIONS OF THIS TERMS OF SERVICE AGREEMENT. ALL REFUND OR STORE CREDIT REQUESTS (NOT AUTOMATICALLY PROCESSED BY OUR AUTOMATED SYSTEM AS STATED ABOVE) MUST BE SENT BY YOU IN WRITING (FAX OR U.S. MAIL ONLY) AND VERIFIED VIA TELEPHONE BY AN AUTHORIZED SmartLeadz REPRESENTATIVE. NO REFUNDS OR STORE CREDITS WILL BE PROCESSED OR ISSUED BASED UPON AN E-MAIL REQUEST OR VOICE TELEPHONE MESSAGE. NO EXCEPTIONS. No refunds to your account will be made during your initial Block or Volume Commitment periods as defined in the above sections or if your monthly Maximum dispute percentage has been reached as described in the above sections.

After your initial Block and/or Volume Commitment(s) ends, Store Credits or Refunds are offered ONLY in the following circumstances:

1. A store credit to your SmartLeadz account will be processed within two business days following receipt an acceptance of a disputed lead(s).

2. If a store credit is not possible through no fault of yours or if we cannot deliver those leads as promised for store credit., a refund to your bank card account will be processed to the last Credit Card account used to fund your SmartLeadz account. In the event a refund to your credit card is authorized more than 120 days following the initial charge, all refunds will be provided by SmartLeadz/SmartLeadz Intelligent Marketing Solutions LLC. business check for the amount of the refund less applicable credit card surcharges paid by SmartLeadz/SmartLeadz Intelligent Marketing Solutions LLC. for use of the credit card to fund the account being refunded.

3. A refund to your Credit Card account or in the case of payment by check to the maker of the check will be given if you were over billed due to a technical error.

4. If you prepaid your account and it has a credit balance equal or greater than $25 and no activity has occurred on your account in the past thirty (30) days, you will be charged a $25 administrative fee for each calendar month of inactivity. If your account has less than $25 and no activity has occurred on your account in the past thirty (30) days, your account will be debited the remaining balance in satisfaction of the administrative fee requirement and then closed.

5. If you wish to voluntarily terminate your account and discontinue services with us and your prepaid account is in good standing with a credit balance greater than $15 you will receive a refund according to the payment method originally used to deposit the funds into your SmartLeadz account equal to the remaining balance less an account termination fee of $15 and any bank fees originally charged to SmartLeadz for the original funding. If your account balance is less than $15, no refund will be issued upon termination.

Please allow up to ten (10) business days to process refunds once we have received your written request. If a refund request is received and authorized 120 days or more following the charge your refund will be by business check made payable to the name that appears on the credit card used and will be mailed only to the address listed as the billing address for the card user, NO EXCEPTIONS. Under such circumstances, SmartLeadz shall be entitled to deduct from your refund the merchant card participation fee equivalent to the merchant services charges paid by us for your initial charge to your bank card.

The data form provided to you by SmartLeadz is proprietary to SmartLeadz and thus provided to you in confidence and for your individual business use only. YOU MUST KEEP ALL LEAD DATA CONFIDENTIAL. You may use the Lead data provided only for the business purpose contemplated under this Agreement. You may tell the prospective borrower that you got their Quote Request from SmartLeadz, however, without the prior written permission of SmartLeadz you may not forward, copy, or otherwise distribute in any form or media, the actual lead data to the prospective borrower or any other third party. UNDER NO CIRCUMSTANCES ARE YOU AUTHORIZED TO RESELL OR OTHERWISE DISTRIBUTE, WHETHER YOU ARE COMPENSATED OR NOT, ANY LEAD DATA SUPPLIED TO YOU BY SMARTLEADZ TO ANY OTHER THIRD PARTY.

You agree that you will not use SmartLeadz or SmartLeadz data for any unauthorized use luding but not limited to chain letters, junk mail, "spamming", telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be luded in such a process. You further agree not to use SmartLeadz or SmartLeadz data to send any messages or materials that are unlawful, considered an act(s) against public policy, discrimination of any kind, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. SmartLeadz reserves the right to terminate User's account immediately and without notice, if it becomes aware and determines, in its sole discretion, that User is violating any of the foregoing guidelines.

You will be provided a confidential account ID number by SmartLeadz and be allowed to choose your own confidential password. YOU ARE THE ONLY ONE AUTHORIZED BY SmartLeadz TO USE YOUR ACCOUNT ID AND PASSWORD. You are solely responsible for maintaining the confidentiality of your account ID and password. You are solely responsible for all uses of your account, whether or not authorized by you. You agree to immediately notify SmartLeadz of any unauthorized use of your account. Unless otherwise agreed to in writing, you will not be entitled to a return credit or refund for Lead(s) purchased through your account prior to you notifying us of an unauthorized use.

Some Links on the SmartLeadz website may let you leave the SmartLeadz website. You understand the linked sites are not under the control of SmartLeadz and SmartLeadz is not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates of such sites. SmartLeadz is not responsible for web casting or any other form of transmission received from any linked site. SmartLeadz is providing these links to you only as a convenience, and the use of any link does not imply endorsement by SmartLeadz of the linked site or any association with their operators.

Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

THE SMARTLEADZ SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, LUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SMARTLEADZ EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SMARTLEADZ SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY SMARTLEADZ, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

UNDER NO CIRCUMSTANCES, LUDING NEGLIGENCE, WILL SMARTLEADZ, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, IDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SMARTLEADZ SERVICE, LUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE SMARTLEADZ SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SMARTLEADZ RECORDS, PROGRAMS OR SERVICES. THE SUBSCRIBER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT SMARTLEADZ IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM SMARTLEADZ AND ITS AFFILIATES.

EXCEPT FOR ACTIONS BY SmartLeadz Intelligent Marketing Solutions LLC.TO COLLECT FEES DUE TO US, IN THE EVENT THAT EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NON-BREACHING PARTY SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY; PROVIDED, HOWEVER, SUBJECT TO THE DAMAGE AMOUNT LIMITATION SET FORTH BELOW, THE LIABILITY OF THE BREACHING PARTY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE EXPRESSLY WAIVED. IN NO EVENT SHALL EITHER PARTY LUDING SMARTLEADZ INTELLIGENT MARKETING SOLUTIONS LLC., ., ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, IDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE LUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. LIABILITY OF SMARTLEADZ, SMARTLEADZ INTELLIGENT MARKETING SOLUTIONS LLC. ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWO (2) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

WITH THE EXCEPTION OF A LEGAL ACTION BY US TO COLLECT PAYMENT OF FEES DUE FOR LEADS DELIVERED TO BROKER FOR WHICH SUCH ACTION MAY BE BROUGHT WITHIN THREE (3) YEARS OF THE DEBT BEING URRED, NO OTHER ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER SUCH CAUSE OF ACTION OCCURS.

THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

Neither party shall be liable in any way for its failure to perform hereunder, other than its failure to pay any monies due and owing hereunder, if such failure is occasioned by any of the following: war; fire; flood; interruption of transportation; embargo; accident; explosion; governmental orders, regulations, restrictions, priorities or rationing; strike, lockout or other labor problems; or any cause beyond the reasonable control of the non-performing party provided, however, that the non-performing party shall make a good faith effort to perform.

All contents of the SmartLeadz website are proprietary to SmartLeadz Intelligent Marketing Solutions LLC. its successors and assigns, and/or its suppliers and are protected under

U.S.A.

and international Copyright and Trademark laws. All rights are reserved. You may not download and/or save a copy of any of the screens except as otherwise provided in this Agreement; you may, however, print a copy of the information on this website for your personal records to be used as a reference. SmartLeadz Intelligent Marketing Solutions LLC. does not grant any license or other authorization to any user of its trademarks, service marks, copyrightable material or other intellectual property by placing them on this website. SmartLeadz Intelligent Marketing Solutions LLC. reserves any rights not expressly granted herein.

THIS AGREEMENT IS NON-CANCELLABLE BY BROKER DURING THE FIRST SIXTY (60) DAYS FOLLOWING ACTIVATION.

This Agreement shall remain in force and effect as long as you hold an account with SmartLeadz. This Agreement is automatically renewed each time you access the SmartLeadz website and/or log-in to your account and/or use our services. You may close your account at any time after the 60th calendar day following your account activation and terminate this Agreement by providing not less than ten (10) days prior written notice sent by traditional postal service mail, courier or facsimile to SmartLeadz of your desire to cancel your account. Absence of such a voluntary cancellation of this agreement may be terminated immediately by either party:

1) In the event the other party suffers any insolvency proceeding, either voluntary or involuntary, or is adjudicated bankrupt or makes any assignment for the benefit of creditors. Such termination shall not relieve the party in proceedings from liability for the performance of its obligations arising prior to such termination and shall be in addition to all other rights and remedies the terminating party may have available to it under this Agreement, at law or in equity; or

2) At any time upon written notice (luding electronic mail) with or without cause by SmartLeadz in the event of a material breach by you of any of the Terms of Service set forth herein.

3) Upon written notice to the other party if such party reasonably believes that (i) performance of this Agreement violates or is being conducted in a manner that does not comply with any applicable law, regulation, licensing requirement, ordinance or order, and (ii) that such violation or non-compliance cannot be remedied or that the cost of remediation or compliance is prohibitive.

New York law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction's laws and without regard to conflicts of law principles. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and cost and expenses incurred, subject to the Limitation of Liability clause. The parties consent to the exclusive jurisdiction and venue of the courts of the State of New York, County of Monroe or to any Federal Court located within the Western District for the State of New York.

No provision of this Agreement shall be construed in favor of or against SmartLeadz or you by reason of the extent to which any such party or its counsel participated in the drafting thereof. The parties agree that New York, Nevada & New York Civil Code Section 1654 shall not apply to the terms of this Terms of Service Agreement. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental. In the event of any conflict between the terms of this Agreement and the Broker Order, the terms of this Agreement shall control.

With the exception of an action to collect unpaid fees for leads purchased by Broker which shall be brought in traditional court settings, Any dispute or claim arising hereunder shall be submitted to binding arbitration in Orange County, New York, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, ("AAA"), and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere. Any such dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statues of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least five (5) years experience in the substantive area of this Agreement; (iii) all proceedings involving the parties shall be reported by a certified shorthand reporter and written transcripts of any such proceedings shall be prepared and made available to the parties; (iv) the decision of the arbitrator or arbitrators must be made within ninety (90) days from the date the arbitration proceedings are initiated; (v) costs and fees of the arbitrator shall be borne by the non-prevailing party, unless the arbitrator or arbitrators determine otherwise; (viii) the award or decision of the arbitrator, which may lude equitable relief, and reasonable attorneys fees and costs to the prevailing party, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter. The parties agree that in connection with any such arbitration, the following provisions of the New York Code of Civil Procedure, as enacted or hereafter amended, shall apply: Section 1856, et seq., "The General Principles of Evidence"; Section 2016, et seq., "The Civil Discovery Act"; and Section 1283.5, "Manner of Taking Deposition."

Should either party file an action contrary to this provision, the other party may recover reasonable attorneys' fees and costs of not less than one thousand ($1000) dollars and not more than the actual reasonable attorneys fees and costs accrued in defending such an action and subject to written verification, proof and approval by a court of competent jurisdiction with whom the action in question was heard.

If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely confidentiality/non-disclosure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

You agree to defend, indemnify and hold harmless SmartLeadz against any and all claims, losses, liability costs and expenses (luding but not limited to reasonable attorneys' fees) arising from your violation of these Terms and Conditions or any third-party's rights, (luding, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with SmartLeadz.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such action.

You may not sell, mortgage, assign or otherwise transfer any of your rights or obligations under this Agreement to any other person or entity, without the express written consent of SmartLeadz. Notwithstanding the foregoing, either You or SmartLeadz may assign its rights and obligations under this Agreement without consent and without notice to the other, and both You and SmartLeadz shall accept such assignment as a novation, to a successor as a result of a change in business legal structure, corporate restructuring, reorganization, merger, consolidation, or acquisition of all or substantially all of the assigning party's stock or assets, provided that this Agreement shall be binding upon, inure to the benefit of and be enforceable by You and SmartLeadz and their respective successors and assigns.

This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty independent of those expressly set forth in this Agreement. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental.

SmartLeadz reserves the right to modify this Terms of Service Agreement and its policies at any time and without advance notice to you, effective upon making the modified provisions available on the SmartLeadz website. You are responsible for regularly reviewing these documents. Continued use of the SmartLeadz website after any such changes shall constitute your consent to such changes. SmartLeadz does not and will not assume any obligation to notify you of any changes to this Terms of Service Agreement.

Your establishing of an account and/or your use of the SmartLeadz website is evidence that you have read and understand this Terms of Service Agreement as set forth above and that you have had the opportunity to consult with independent counsel of your choice prior to establishing your account and utilizing the services contemplated by this Agreement.