The following Standard Terms and Conditions (the Standard Terms and Conditions) embody the agreement between IM Solutions, LLC (DBA LeadingResponse), together with its web properties (collectively, Company) and Affiliate, the user of advertising programs (Programs) sponsored by Company or its advertiser clients (Advertisers). Affiliate and Company may also be individually referred to herein as a Party and collectively as Parties. Affiliate agrees to use the Programs and any additional services offered by Company in the future only in accordance with the Standard Terms and Conditions and any applicable Insertion Order (IO) (collectively, the Agreement). Company reserves the right to make changes to the Programs and the Standard Terms and Conditions at any time so Affiliate is obligated to routinely re-visit this page on the Affiliate login account for updates. Notwithstanding Company providing courtesy notice to Affiliate any Company modifications, Affiliate's continued use of the Programs after any such modification shall constitute Affiliate's consent to such modification.

1. Performance

Affiliate hereby agrees to promote the Company's services by taking one or more of the actions which are specified in the IO. As set forth in Section 2 below, Affiliate will be reimbursed for marketing costs associated with each Contact (as defined below). Affiliate will perform all services hereunder in professional manner consistent with best industry practices. Affiliate shall refrain from taking any action which would reasonably be expected to cause harm to, or otherwise diminish in any way, the reputation or business of Company and/or its affiliates. Affiliate agrees to maintain a professional, high-quality website (Site) specified in the IO that is in accordance with state ethics rules, other rules and laws that pertain to law firm advertising and general good web practices. Reasonable modifications to the website intended to maintain and ensure compliance in this regard may be requested from time to time by Company and put into effect by Affiliate within fifteen (15) business days. Affiliate reserves the right not to implement the proposed changes if it deems said implementation shall (a) injure the organic results or (b) will result in a possible ethical violation. A knowing failure to comply with state ethics rules regarding advertising, if same apply to the particular state at issue, shall be considered a breach of this Agreement. Company agrees to provide a Form by use of a widget, link or other means (Form) for use by Affiliate on the Site and an Affiliate Management System AMS for use in monitoring performance of this agreement. Routine errors, variations and discrepancies that are part of the normal process of running, developing and managing technology and a business which are not intentionally committed are not to be considered a breach or an act of not in GOOD FAITH. Company guarantees that any system downtime or system errors shall not exceed one-half of one percent of the total time over a one year period.

2. Marketing Reimbursement

Company will reimburse Affiliate in reasonable costs of marketing for each Contact per the IO. Company will remit payment to Affiliate 20 days subsequent to the end of the last Company billing period to its network participants. For illustration purposes only, Company will remit all April fees to Affiliate on May 20th. Marketing reimbursements shall be paid in the manner approved by the Company in the IO.

3. Confidential Information; Intellectual Property; Non-Solicit and Competing Offerings

• Company and Affiliate each agree to treat as confidential all confidential information of the other party and the other party's affiliates and/or subsidiaries, not to use such confidential information except as necessary to perform services in connection with the Business Relationship and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein.
• Except as explicitly set forth herein, this Agreement does not convey any rights of ownership to either party in or to any of the other party's software, source code, trademarks, copyrights, patents or other intellectual property rights. Affiliate shall refrain from modifying or altering in any way any content, forms or other materials provided by Company to Affiliate and/or posted on the Site (as defined in the IO), including without limitation the Form provided by Company by use of a widget, link or other means (Form). All data and contact information generated through the Form shall be owned solely by Company (which shall have the exclusive right to transfer, license, sell and in any manner use the Contact information), and Affiliate shall refrain from using any such data for marketing or any other purposes.
• Affiliate hereby agrees that it will not, for the duration of the Business Relationship and for a period ending 18 months after its termination for any reason (i) intentionally solicit any entity or individual which was in Company's networks at any time during the 6-month period immediately preceding the date of termination of the Business Relationship, or (ii) hire, engage or otherwise work with any employee or independent contractor who is under the direct supervision of the Company. By way of example only, and as related to (c)(i) above, Affiliate may not contact a Company network participant, disclose that Company is acquiring consumer inquiries from Affiliate and then solicit Affiliate to join an independent marketing effort. Nothing in this section shall restrict Affiliate from distributing a generalized offer of marketing services and responding to inquiries from Company's network participants, so long as the offer is in no way intended to target Company's customer base.

4. Representations and Warranties

Each party hereby represents and warrants to the other party that it has the right and authority to enter into this Agreement and to perform its obligations hereunder, that the granting of the rights and undertaking of the obligations hereunder will not infringe upon or conflict with any rights of a third party, and that its performance hereunder will not violate any applicable U.S. laws and government rules and regulations. In addition, Affiliate represents and warrants that (i) the Site is, and at all times during the term of this Agreement will remain, free from any illegal, pornographic or otherwise inappropriate content, and (ii) it will not engage in any illegal or abusive marketing practices to draw online traffic to the Form or Site.

5. Term

The Agreement shall commence on the first day it is signed by both Parties (faxed, scanned or copied version of original signed documents are acceptable) and shall be effective as provided in the IO. Either Party may terminate with twenty-four (24) hours notice. Provided however, in addition to any and all available legal and equitable remedies, Company reserves the right, in its sole and absolute discretion, to terminate immediately in the event of a material breach, including without limitation, its determination of the possibility of or existence of fraudulent activity such as inflated or fraudulent actions, leads or clicks, credit card fraud or other electronic payment related fraud. Notwithstanding the foregoing, (i) either party may terminate this Agreement immediately in the event the other party declares bankruptcy, (ii) either party may terminate this Agreement immediately in the event the other party breaches this Agreement and fails to cure such breach within 15 days of its receipt of written notice of such breach, and (iii) Company may terminate this Agreement immediately if it becomes aware of any opinion issued by any state bar association or body which, in the Company's reasonable judgment, would prohibit any aspect of the relationship created hereunder. Notwithstanding the foregoing, Company reserves the right, in its sole and absolute discretion, to substitute a specific Program at any time for any reason, upon notice to the Affiliate. Termination notice may be provided via e-mail. All monies due to Affiliate will be paid during the next billing cycle. The representations, warranties and obligations contained herein shall remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.

6. Restricted Actions

In performing under this Agreement, Affiliate shall: (i) comply with all applicable laws and regulations; (ii) not use the trademarks, trade names, service marks, or logos of the Company except as expressly authorized by the Company in writing; (iii) refrain from allowing access to the Form or otherwise taking any of the actions listed in the IO until such time as the applicable consumer has been presented with Terms and Conditions similar to the Company's Terms and Conditions located on the AMS website and indicated his or her acceptance of such Terms and Conditions (by checking box, clicking a button or via similar method); (iv) not create, publish, distribute or permit any written material that makes reference to the Company without first obtaining the Company's written consent; (v) use any Company content without the prior, written consent of the Company; (vi) not create, publish, distribute or permit any advertising in reference to the Company without the Company's prior, written consent; (vii) not use the Company's name, the Company's logo, any Company graphics, or include a link to the Company website in any form of unsolicited communication, such as but not limited to, unsolicited email (SPAM); (viii) not perform any search engine marketing, including the purchasing of key words, which does not comply with the Company's SEM Policy (as defined below). For purposes of this Agreement, the Company's SEM Policy shall be as follows:

• Affiliate shall not purchase or bid on any key words which are confusingly similar to, or a derivation of, the Company's name or other trademarks.
• Affiliate shall not include any links in any search advertisements which automatically re-direct a user to the Company's website.
• Affiliate shall not use the Company's name, or any variation thereof, in Affiliate's online search ad creative.
• Affiliate shall comply with all of the rules, terms and conditions posted by the applicable search engine.
• Clicks on the applicable online advertisement shall not lead directly to any of the Company's websites or the websites of any affiliate of Company.

No marketing reimbursement will be paid by Company to Affiliate on account of any key words purchased by Affiliate in violation of the SEM Policy.

4. Prohibited Content:

It is agreed that Affiliate shall not place any advertisement creative or landing page link(s) on the following type of sites: reward sites, contest sites, sweepstake sites, joke sites, incentivized sites, religious sites, freebie sites, pornographic sites, or prurient content sites, or sites that are not fully functional or are under construction, promote sexually explicit or obscene materials, promote violence, hate or discrimination of any type based on race, sex, religion, nationally, disability, sexual orientation, or age, or constitute or promote illegal activities, or are deemed to be offensive in nature, degrading, libelous, profane, or in bad taste. Should Company determine in its sole discretion that Affiliate is in violation of the preceding sentence, Company shall have the right to immediately terminate on the basis of a material breach and withhold any monies due to Affiliate indefinitely so that any damages may be determined and satisfied out of such funds. Provided further, if any other element of this Prohibited Content Section is breached, Affiliate shall forfeit its entire compensation already paid or not yet paid for all leads emanating from violation, this Agreement will be subject to immediate termination, and Affiliate shall indemnify Company for all claims related to the breach of the Section pursuant to Affiliate's duty to indemnify Company described below.

5. Prohibited Activities:

Company reserves the absolute right to immediately withhold payment, and pause and terminate the Agreement on the basis of the following prohibited activities: placement of the Company's Form on a site that is not included on the IO, submission of client information that has been generated by means not specified on the IO, intercepting or copying Contact information and providing that data to another party, clicks without referring URLs; extraordinary high numbers of repeat clicks; driving traffic to advertising creative using any downloadable applications without the prior written approval of Company; auto-spawning of browsers; automatic redirecting of visitors; blind text links; misleading links or any other fraudulent activity or any alteration of the user experience through such actions as forced clicks; or any other method that may lead to artificially high numbers of delivered clicks; mailing emails to persons other than those persons who have requested or agreed to receive such emails (in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN-Spam Act); USE OF UNSOLICITED EMAIL or inappropriate newsgroup postings to promote the creative; use of call centers, chat-rooms or telephone solicitation; purchasing keywords from a search engine service provider that include the trademark, service mark, or brand name of the advertising client to which the applicable creative relates, or any derivative of or common misspellings of any such trademark, service mark, or brand name (Advertiser Marks), or purchasing online advertising inventory for purposes of running advertisements that include Advertiser Marks on web sites or within emails; or any activity, which in Company's discretion, jeopardizes the integrity or reputation of Company or its clients. Batching of leads (e.g. simultaneous multi-lead delivery) is prohibited. Pre-population of a lead form is prohibited.

6. Fraud:

It is the Affiliate's OBLIGATION to be vigilant in preventing and not committing fraud. Company SHALL HAVE THE RIGHT to withhold Affiliate's payment pending a thorough investigation and resolution of questionable circumstances. In the event Company detects fraud or the possibility of fraud, Affiliate's account will be made inactive pending further investigation. If greater than fifty percent (50%) of the leads in any specific campaign are determined to be fraudulent, by such actions as adding leads or clicks or inflating leads or clicks by fraudulent traffic generation (as determined by Company in Company's sole discretion, such as pre-population of forms or mechanisms not approved by Company), Company reserves the right to deem the entire cohort of leads invalid. Company's determinations regarding fraud shall be final and binding.

7. Adherence to Law Firm Advertising Ethics:

Affiliate agrees that the websites used to host and promote the Company's services shall be in accordance with ethics guidelines for legal and law firm advertising and marketing. For illustration purposes only, phrases such as best attorney, biggest settlements, and top attorney would be prohibited. It is understood that ethics guidelines vary by state and that each state's ethics guidelines shall be followed when marketing for those states. Solicitation of any kind is prohibited.

8. Payment:

Affiliate must have a unique, valid taxpayer identification number (TIN) or valid Social Security number or equivalent taxpayer identification number. Each Party agrees to be responsible and fully liable for the payment of all taxes applicable to compensation provided for herein and further agrees to indemnify and hold the other harmless for any lack of compliance with tax obligations related to the compensation. All payments are based on actual figures as defined, accounted and audited by Company and/or Advertiser. Payment to Affiliate shall be based on Company's statistics pursuant to Company's AMS reporting system and the rate set forth in the IO. In an ongoing effort to improve lead quality, Company will make available statistical approximations in real time during the campaign. These are solely estimations in advance of the Affiliate's final independent determinations regarding lead results; Company shall provide Affiliate with the total number of billable Contacts by the fifteenth (15th) day of each month following the contact generation activity month. Any questions regarding the data provided by Company must be submitted in writing within ten (10) days of receipt; otherwise the information will be deemed accurate and accepted as such. If end-users of the Contacts dispute additional Contacts after the 15th, those unqualified leads will be deducted from the following month's billing report. Affiliate must provide Company with an invoice to facilitate payment. Subject to Affiliate's compliance with the terms of the Agreement, including, for example, the Prohibited Activities provision set out above, payments shall be made by Company as set out above following receipt of invoice from the Affiliate. No checks will be issued for any amounts less than $50 U.S.D and all un-issued earnings will rollover to the next pay period.

11. Ownership of Data:

All information submitted by end-user customers pursuant to a Program is proprietary (Proprietary Information) and exclusively owned by Company or its clients. Company shall retain the sole and exclusive right to use all data derived from the campaign provided that Affiliate may use and disclose the anonymous visitors' data (other than personally identifiable information) (i.e. any data or information that specifically identifies an individual end user or Company or from which an individual end user or Company be discovered is removed, and such aggregated data is combined with aggregate data of other Affiliate clients) for internal business purposes and to disclose such aggregated data for (a) Affiliate's reporting purposes consisting of compilation of aggregated statistics about its services (e.g., the aggregate number of Contacts delivered) that may be provided to customers, potential customers and the general public, and (b) if required by court order, law or government agency, provided that in such event, only to the extent required to be disclosed and provided Affiliate notifies Company and Company has the opportunity to challenge or seek a protective order for such data. All Proprietary Information is protected by copyright, trademark and other intellectual property law. Affiliate agrees not to reproduce, disseminate, sell, distribute or commercially exploit any Proprietary Information in any manner. These non-disclosure obligations shall also survive the termination of the Agreement.

7. Disclaimer of Warranties; Damages

The Company makes no warranties of any kind regarding the Form or any other content or intellectual property utilized by Affiliate, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties as to accuracy, or (c) as to the results Affiliate may achieve. Company will not, under any circumstance, be liable for any special or consequential damages suffered by Affiliate.

12. LIMITATIONS ON LIABILITY:

EXCLUDING IN THE INSTANCE OF FRAUD AND PURSUANT TO THE PARTIES' OBLIGATIONS UNDER THE INDEMNIFICATION SECTION, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER LEGAL THEORY, EXCEED THE AMOUNTS PAID BY COMPANY TO AFFILIATE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE ASSERTION OF DAMAGES AND/OR OTHER RELIEF. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

8. Indemnification

Each party (in either case, the Indemnifying Party) will defend, indemnify and hold harmless the other party, the other party's affiliates and each of their officers, directors, managers, members, employees, agents and suppliers (collectively, the Indemnified Party) against and in respect of any and all loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise) (collectively, Damages) arising out of or resulting from the Indemnifying Party's email practices and/or data collection practices, operation of the Indemnifying Party's website, or based upon any claim, action or proceeding by any third party alleging facts or circumstances which, if true, would constitute a breach of any provision of this Agreement by the Indemnifying Party. The Indemnified Party will (i) give the Indemnifying Party prompt written notice of the claim, (ii) cooperate with the Indemnifying Party (at the Indemnifying Party's expense) in connection with the defense and settlement of the claim, and (iii) permit the Indemnifying Party to control the defense and settlement of the claim, provided that the Indemnifying Party may not settle the claim without the Indemnified Party's prior written consent (which will not be unreasonably withheld).

9. No Legal Advice

Affiliate hereby acknowledges that Company offers no legal advice, recommendations, mediation or counseling under any circumstance. The Company is not a law firm, and the employees of the Company or any affiliate of the Company are not acting as an attorney for Affiliate or any Contact. Any information provided by the Company or any of its affiliates is for general information and educational purposes only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of a Contact's situation.

10. Certain Definitions and Conditions

Contact shall mean each individual which satisfies each of the following conditions: (i) such individual completes the Form in full or otherwise completes the action set forth on IO; (ii) such individual completes the applicable action on such individual's own behalf; (iii) the Contact information passes successfully through the Company's internal controls (including, without limitation, with respect to profanity and validity); (iv) the Contact information is submitted by a Unique Submitter (as defined below); (v) the Contact information is originated on the Site using an Affiliate engine and is not generated through a co-registration site or path; (vi) the Contact information originated from an individual who accessed the Form or telephone number, as applicable, in accordance with Section 6 of this Agreement; (vii) the Contact information meets the other criteria and requirements set forth in this Agreement; (viii) the Contact information is not originated from a fictitious customer; (ix) the Contact information does not include invalid or false data; (x) the Contact information is not re-transmitted, licensed, sold or otherwise transferred for compensation or free of charge to any third party, in each case as determined by Company in its sole discretion; or (xi) the Contact information is not later determined to be a dispute (wrong number, disconnected number, invalid contact information, already represented by an attorney, wrong practice area), dud (un-placeable due to lack of network coverage) or duplicate of an individual already in the Company database unless otherwise specified in the IO. The Company's AMS records will be used for counting the number of Contacts. All Contacts shall be posted to the Company's AMS in real-time.

Unique Submitter shall mean an individual who has not completed a form which is substantially similar to the Form within the 90 days preceding the submission at issue, regardless of how submitted or from where sourced or originated (e.g., from a website other than the Site).

11. Miscellaneous

• Assignment and Jurisdiction: Company may assign the Agreement to a subsidiary or business successor. Affiliate may not assign the Agreement without the prior written consent of Company, which shall not be unreasonably withheld. This Agreement shall be binding on any assignee of Affiliate or any purchaser of Affiliate's assets or equity. The Agreement shall be construed and governed by the law of the state of Hawaii. Affiliate expressly consents to the exclusive venue and personal jurisdiction of the state and federal courts located in Honolulu, Hawaii for any actions arising from or relating to the Agreement.
• Severability: If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
• Notice: All notices and other communications shall be sent by email to the email addresses for Affiliate and Company indicated in the Agreement unless a different email address or notice method has been selected after the execution of the Agreement and has been duly communicated to the Party giving notice.
• Attorneys' Fees: The prevailing Party shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement.
• Survival: The expiration or termination of this Agreement shall not prejudice the application of its relevant terms to any remedies sought thereafter or to any rights or obligations then outstanding or specified or implied to survive expiration or termination of the Agreement, including, without limitation, the provisions regarding indemnification, warranty disclaimers, limitation of liability provisions and the obligation to make any and all payments due hereunder.

12. Entire Agreement:

The Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.