Terms and Conditions

This Master Marketing Agreement (the “Agreement”), sets forth the terms and conditions which shall govern the relationship between Golden Entropy Marketing, Inc. d/b/a EPCVIP. (“EPCVIP”), a California Corporation and you (“Publisher”) in connection with advertising and marketing services, including, but not limited to, the marketing activities undertaken by any Publisher that promotes the products and services of EPCVIP. The services identified and set forth in this Agreement may be further described in the applicable Insertion Order(s) (“IO”), which shall be incorporated herein by reference. The terms of an IO shall supersede all contrary terms set forth in this Agreement, unless expressly set forth otherwise. Publisher and EPCVIP are each a “Party” and, collectively, are the “Parties” hereto.

Recitals

1. WHEREAS, Publisher is in the business of providing advertising services to source online users interested in receiving offers for financial products referred to herein as a “Lead(s)”; and

2. WHEREAS, EPCVIP is a facilitator of such financial products; and

3. WHEREAS, Publisher and EPCVIP wish to establish a business relationship where EPCVIP desires to partner with Publisher to redirect traffic to EPCVIP’s merchant sites; and

4. WHEREAS, the Parties desires to contract for the services as described in this Agreement, operating during the term (hereafter referred to as “Term” and defined below) of this Agreement pursuant to the Terms and Conditions set forth below.

1. Definitions.

   Any term not otherwise defined herein shall have the meaning specified below:

   “Advertisement” means, without limitation, marketing materials, advertising collateral, links, request forms, banners, e-mails, headlines, creative, logos, text or images placed on a website, included within an e-mail and/or other marketing related media that may link to a destination website (or other actions that may be defined by the Parties).

   “Advertiser” as identified in the IO shall pay Publisher to place Advertisements on the Publisher’s websites, networks, program sites or other media and channels to market Advertiser’s products or services.

   “Affiliate” means, in addition to the Party named above, in any instance where Affiliate is providing Leads as the Publisher originated by a third-party, the third-party originating the Lead as well or, where Affiliate is purchasing leads as the Advertiser as defined in the IO. The Affiliate can either be an Advertiser or a Publisher or both as identified in each IO.

   “Billable Call” occurs if a telephone call results in a Consumer speaking with Marketer or their agent or contractor as may be defined in an IO.

   “Billable Text” occurs if a mobile text message results in a Consumer texting with Advertiser or its assignee as may be defined in an IO.

   “Click” means the process of a website visitor clicking on a link that corresponds and directs a Consumer to a website and/or Advertisement. Clicks may or may not include Consumer Information.

   “Consumer” means any individual who, without limitation, requests or responds to information for goods or services via, without limitation, a Request Form, telephone call or a Click.

   “Consumer Information” means the non-public, personally identifiable information obtained from a Consumer who, without limitation, submits a Request Form, or consents to receiving or initiates a telephone call.

   “Data Collection Vehicle” means websites and other data collection methodologies and/or vehicles and owned, operated and controlled by Publisher.

   “Lead(s)” means, without limitation, Consumer Information obtained from a Request Form; telephone call (including a Billable Call), a telephone call transfer, mobile text message, email and/or a Click.

   “Link” means a facility appearing on a website, mobile text message or email that corresponds and directs a Consumer to a website and/or Advertisement.

   “Marketer” means, in addition to the Party named above that may license a Lead from EPCVIP. In any instance where Marketer is an agency contracting on behalf of a third-party, “Marketer” shall refer jointly to Marketer and the Marketer’s principal, both of whom shall be jointly and severally liable for compliance with the Agreement.

   “Party” or “Parties” mean EPCVIP, Affiliate, Publisher and/or Advertiser.

   “Payout” means financial compensation paid to Publisher for actions by Consumers referred by each Publisher.

   “Person” means any individual, corporation, partnership, governmental body or other entity.

   “Publisher” as identified in the IO shall place Advertisements on the Publisher’s websites, networks, program sites or other media or channels to market Advertiser’s products or services.

   “Request Form” means a request form completed by a Consumer expressing interest in third-party products/services

   “Valid Lead” means a Lead submitted by a Consumer on his or her own behalf, that (a) passes successfully through EPCVIP’s internal validity checks; (b) came from a unique User; (c) was generated, successfully delivered to and accepted by EPCVIP as a purchased Lead; and (d) does not include Leads that are generated by fraudulent means or for Consumers who subsequently cancel or return any paid orders.

2. Payment Terms.

   1. Payment Terms. Publisher shall be paid an agreed upon fee for accepted Valid Leads, as set forth in and/or specified in the IO. EPCVIP’s obligation to pay such a fee or fees is/are conditioned upon acceptance of such Leads by EPCVIP (“Commissions”). Lead acceptance criteria are subject to modification by EPCVIP. Subject to any express return right(s), as may be set forth elsewhere in this Agreement, the final determination of whether a Lead is a Valid Lead shall be made at EPCVIP’s commercially reasonable discretion. Commissions shall not be “earned” until EPCVIP receives corresponding payment from its clients and/or third party marketing partners. Publisher hereby agrees that payment for Commissions shall be owed to Publisher from the applicable EPCVIP client and/or third party marketing partner, and that corresponding payments shall be made by EPCVIP to Publisher out of the funds actually collected by EPCVIP from the applicable EPCVIP client and/or third party marketing partner. EPCVIP shall have no payment obligation to Publisher where a EPCVIP client and/or third party marketing partner has not remitted sufficient payments to cover the Commissions otherwise due and owing Publisher. EPCVIP’s obligations do not involve investigating or resolving any claim or dispute between Publisher and any EPCVIP client and/or third party marketing partner.

   2. Charge Backs. EPCVIP may apply a debit to Publisher’s account in an amount equal to a Payout previously credited to Publisher’s account for (i) duplicate entries or other clear errors; (ii) non-bona fide transactions; or (iii) for Publisher’s failure to comply with EPCVIP’s Terms and Conditions and/or any applicable IO. Unless specified otherwise in the applicable IO or elsewhere herein, EPCVIP shall have no obligation to pay for any Leads that it disputes on or before the fifteenth (15th) day of the subsequent month within which generated, and that EPCVIP determines in its commercially reasonable discretion is not a Valid Lead (“Invalid Leads”). Upon Publisher’s request, EPCVIP must concurrently support all disputes regarding purportedly Invalid Leads with commercially reasonable corroborating data including, relevant data sets, tracking identifiers and justification for the dispute. The failure of EPCVIP to properly/timely dispute Leads shall operate as an irrevocable waiver of EPCVIP’s right to do so and shall bind EPCVIP to compensate Publisher for the Lead. Any Leads that have not been disputed by EPCVIP by the 15th of the subsequent month shall be deemed a Valid Lead and EPCVIP shall compensate Publisher for said Lead.

   3. Disputed Payments. Payouts shall be based on EPCVIP’s final billable numbers (i.e., qualified, Valid Leads, less debits/returns). Qualified payments for accepted Valid Leads shall be forwarded to Publisher. The number or amount of accepted Valid Leads and debits/returns shall be calculated by EPCVIP. Publisher must notify EPCVIP of any disputes in writing and in commercially reasonable and verifiable detail, within five (5) business days of receiving any and all payments. In the event that Publisher is also tracking qualified Leads and Publisher claims a discrepancy, Publisher must provide EPCVIP with Publisher’s report within five (5) business days of receiving any and all payments. If EPCVIP’s and Publisher’s reported statistics vary by more than 10% and EPCVIP reasonably determines that Publisher has used generally accepted industry methods to track qualified Leads, then EPCVIP and Publisher agree to make a good faith effort to arrive at a reconciliation. If the Parties are unable to arrive at a reconciliation, then EPCVIP’s numbers shall govern. Unless otherwise set forth herein, Publisher’s failure to timely and properly dispute a payment shall be considered an irrevocable waiver to object to such payment and agreement to EPCVIP’s calculation of the amount payable to Publisher.

   4. EPCVIP’s Rights. Notwithstanding anything to the contrary, in addition to any rights and remedies available under this Agreement and expressly subject to the terms set forth herein, EPCVIP shall have the right to offset, withhold and freeze any unpaid payments, or charge back payments to Publisher’s account, if EPCVIP determines that Publisher has violated this Agreement, including without limitation, that any Lead was fraudulently generated.

3. Publisher’s Creatives.

   1. Publisher expressly agrees that it shall present any/all advertising materials used in the Data Collection Vehicle for approval to EPCVIP prior to commencing any campaigns, including, but not limited to, registration forms, from lines, subject lines, commercial email header information, emails, headlines, text links, images, logos, banners, creative, scripts, advertising materials and ad text copy (collectively “Publisher Creatives”).

   2. As applicable, only Creatives that have been provided and/or pre-approved in writing by EPCVIP may be used by Publisher. EPCVIP reserves the right to withhold or refuse approval of any such Creative for any reason, whatsoever, in EPCVIP’s sole discretion. Notwithstanding the foregoing, EPCVIP’s specifications and/or recommendations with respect to any Creative should not be construed as legal advice. Publisher shall not alter, modify or otherwise change pre-approved Creatives without EPCVIP’s prior express written consent. Publisher shall immediately comply with any and all requests by EPCVIP to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creatives.

   3. If Publisher is approved by EPCVIP to send link-out traffic from a website, all marketing materials used to drive traffic to that website must be approved by EPCVIP. Publisher may not make any change to the design, copy or text of advertising materials and/or messages that Publisher disseminates, without prior written approval from EPCVIP. If Publisher disseminates any Creatives that have not been approved by EPCVIP, Publisher shall forfeit all commissions and may be subject to further liability to the fullest extent permitted by applicable law.

4. EPCVIP’s Creatives.

   1. Unless expressly authorized by EPCVIP, Publisher shall not use trade names of Golden Entropy Marketing, Inc. or EPCVIP, or any other mark, logo or trade name owned by EPCVIP (collectively “EPCVIP’s Marks”). Publisher shall do nothing inconsistent with the ownership of EPCVIP’s Marks and related goodwill, and all use of or references to EPCVIP’s Marks shall inure to the benefit of EPCVIP, Publisher shall do nothing to impugn, challenge or assist in any challenge to the validity of EPCVIP’s Marks, any registrations thereof or the ownership thereof. All rights with respect to EPCVIP’s Marks not specifically granted in this Agreement shall be and are hereby reserved to EPCVIP.

   2. Publisher shall be given, without limitation, a non-exclusive, non-sub licensable, revocable and non-transferable right to (i) use one or more of the following: email content, banners, images, phone number(s), scripts and/or text links which link to EPCVIP’s website(s) or Lead system (collectively “EPCVIP’s Creatives”).

   3. If Publisher displays a Link and/or any other marketing information as rendered by EPCVIP, Publisher agrees that it shall maintain the Link and any other marketing efforts in accordance with EPCVIP’s reasonable discretions pertaining to size and prominence. Publisher shall not add information to the Link or display additional information about EPCVIP or its products.

   4. Publisher shall not make any representations or warranties with respect to EPCVIP’s products or services, including but not limited to the specifications, features, terms, rates fees, payments or functionality. If Publisher includes on a website any content that could be perceived as an endorsement of EPCVIP or its products or services, Publisher shall maintain an unavoidable, clear and conspicuous disclosure of the financial relationship between Publisher and EPCVIP in compliance with Applicable Laws.

   5. Publisher agrees and understands that with regards to the Parties to this Agreement, EPCVIP is the exclusive owner of EPCVIP’s Creatives, including without limitation, all graphic designs, icons, computer programming and other elements incorporated therein or generated thereby, and all intellectual property rights in the foregoing. In addition, Publisher acknowledges that EPCVIP retains all ownership, right, title and interest in and to its trademarks, trade names, services marks, inventions, copyrights, trade secrets, patents, technology, software and know-how. Publisher’s rights are strictly limited to the rights expressly granted in this Agreement. Publisher agrees that all designs, inventions, reports, names, photographs, paintings, recordings, video tapes, sketches, motion pictures or other images, renditions and reproductions made or created in connection with EPCVIP or EPCVIP’s Marks or name shall belong exclusively to EPCVIP, subject to the specific provisions of this Agreement.

   6. EPCVIP may terminate Publisher’s rights to use any EPCVIP Creatives or EPCVIP Marks at any time. Publisher’s right to use any EPCVIP Creatives or EPCVIP Marks shall immediately terminate upon the termination of this Agreement.

5. Obligations of Publisher.

   1. Redirect Rates. Publisher shall maintain an eighty percent (80%) redirect rate. “Redirect” shall be defined as the ability to properly redirect the Consumer (purchased Lead) to the directed page or website. If such redirect rate is not achieved, EPCVIP shall send a written warning to Publisher’s contact. If no change is made during the next twenty-four (24) hours, EPCVIP may, at its sole discretion, turn off traffic until the issues are resolved. If redirect rates fall below fifty percent (50%), EPCVIP reserves the right to turn off the campaign without notice. If EPCVIP detects redirect issues, EPCVIP shall make an effort to send a written warning to Publisher’s contact; however, failure to send a warning email does not limit EPCVIP’s remedies herein.

6. Proprietary Rights/Licenses.

   1. Publisher may be given, without limitation, a non-exclusive, non-sub licensable, revocable and non-transferable right to (i) access software to allow EPCVIP selected form(s) to be integrated into Publisher’s website(s); and/or access to EPCVIP’s technology that will track the requests sourced via Publisher website(s); and (ii) if provided, and subject to Publisher’s compliance with all the terms of this Agreement, to copy and use the link on Publisher’s website(s) solely to display the link for the purpose set forth above.

   2. Subject to the terms of the Agreement and EPCVIP’s written approval, EPCVIP offers Publisher a non-exclusive right to integrate with EPCVIP’s system for, without limitation, delivering website traffic, pinging and/or posting Lead data, integration of EPCVIP forms or delivering phone calls to EPCVIP pursuant to this Agreement. Publisher agrees not to modify EPCVIP’s system, including, without limitation, any computer code, software or URL’s in any way without EPCVIP’s prior written approval.

   3. The Parties shall have access to online statistics via a third-party affiliate, lead management and call-routing technology platform. The Parties shall distribute to each other the applicable statistics in accordance with the terms of this Agreement, and shall perform all services necessary to set-up the appropriate Links and technology to support at Publisher’s website for the term of this Agreement and in accordance with the specifications set forth in this Agreement. Publisher does not acquire any ownership rights to, without limitation, any EPCVIP technologies. EPCVIP reserves any rights not explicitly granted in this Agreement.

   4. Publisher understands and agrees that upon acquisition of a Lead, that the Lead and Lead-related data, including, but not limited to, personally identifiable information provided by Consumers and any and all reports, results and/or information created, complied, analyzed or derived by EPCVIP from such data is the sole and exclusive property of EPCVIP and Publisher and is considered Confidential Information pursuant to this Agreement. EPCVIP and/or its third-party clients, in their sole discretion, shall have the right to market and re-market the consumer Lead-related data without further obligation to Publisher.

7. Termination, Notice and Takedown.

   1. Termination. Either party may terminate this Agreement for any reason with or without cause, provided the terminating party provides thirty (30) days prior written notice. All obligations that by their nature are intended to survive such termination, shall continue following termination, including, without limitation, unresolved disputes and binding arbitration, limitation of liability, indemnity, confidentiality, privacy, data security and record keeping.

   2. Notice. To the extent notice is required by this Agreement, if at all, notice may be given in writing and sent by United States registered or certified mail nationally recognized express courier, facsimile, email or delivered by hand. All notices shall be presumed to have been received when hand delivered, one (1) day after being sent via nationally recognized express courier, within five (5) business days after being placed in the United States mail, postage prepaid, certified or registered mail or upon confirmation of delivery after being received via facsimile transmission or email.

   3. Takedown. If EPCVIP provides written notice to Publisher that any specific ads, placements, landing pages or any other action by Publisher are in violation of this Agreement or should be removed or modified for any reason, Publisher shall correct the violation, modify, remove or take action immediately, but no later than two (2) business days of having received such notice. If the violation has not been corrected after two (2) business days of having received such notice, EPCVIP shall have the right to terminate this Agreement without further notice.

8. Third Party Lead Origination.

   1. If Publisher is permitted under express provisions in the IO to offer Leads to EPCVIP that have been originated by third-parties, including, without limitation, Sub Publishers (“Third-Party Originators”), then Publisher covenants, represents and warrants with respect to the transfer of any Leads generated by Third-Party Originators as follows:

      1. Publisher shall exercise reasonable care in determining that Third-Party Originators are businesses properly organized and, as applicable, licensed;

      2. Publisher shall obtain for the benefit of EPCVIP and covenants, represents and warrants that Third-Party Originators will solicit Consumers only in full compliance with all Applicable Laws and Publisher shall bind Third-Party Originators to no less restrictive terms as those set forth herein and shall be liable for any breach by Third-Party Originators of any restrictions as specified by this Agreement;

      3. Without limiting the generality of subparagraph 8(ii) above, Publisher shall obtain for the benefit of EPCVIP and covenants, represents and warrants that Third-Party Originators will comply with all Applicable Laws with respect to their possession and use of any Consumer Information, including, without limitation, the use, unauthorized access, confidentiality, security of Consumer Information, and any procedures related to the foregoing, and all Applicable Laws regarding email marketing and telemarketing activities;

      4. Publisher shall obtain for the benefit of EPCVIP and covenants, represents and warrants from Third-Party Originators that Third-Party Originators will not represent to Consumers that EPCVIP has sponsored or approved of any financial services and products offered to Consumers; and

      5. Publisher shall maintain records evidencing its process of credentialing Third-Party Originators for a minimum of five (5) years after the transfer of a Lead to EPCVIP, and make such records available to EPCVIP for inspection upon commercially reasonable prior written notice.

9. Representations and Warranties.

   1. Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreements to which it is a party; (iii) this Agreement constitutes a legal, valid and binding obligation of it when executed and delivered; and (iv) it has and shall have the necessary rights, title and interest to grant the licenses granted here.

   2. Publisher’s Representations and Warranties. In addition to its other representations and warranties contained in this Agreement, Publisher represents and warrants to EPCVIP that:

      1. Publisher maintains all necessary licenses and registrations to engage in the activities contemplated under this Agreement.

      2. In providing services and fulfilling its obligations pursuant to this Agreement, it shall comply with all applicable laws, rules and regulations and the terms of this Agreement.

      3. Publisher’s website(s) shall not (a) infringe upon the privacy, publicity, intellectual property or other rights of any person or entity; (b) contain discriminatory or hate-mongering content; (c) contain or promote gratuitous violence, obscenity or profanity; (d) contain material that is defamatory or libelous; (e) promote any illegal activity, including but not limited to gambling, use of illegal substances, software piracy or hacking; and (vi) contain or promote pornography or spoof, or redirect traffic to or from any adult-oriented websites.

      4. To the extent Publisher obtains Consumer Data, such Consumer Data was obtained in compliance with all applicable laws, rules, regulations and privacy policies, and in conjunction with industry standards, and Publisher’s sharing of the Consumer Data with EPCVIP shall not violate any applicable law, rule, regulation or representation made to the relevant Consumer(s).

      5. Publisher shall comply with the best practices adopted by the Online Lender’s Alliance (OLA), including any updates and amendments thereto.

      6. To the extent Publisher obtains Consumer Data, Publisher shall be solely responsible for the handling, storage and transmission of Consumer Data it provides to EPCVIP. Publisher shall implement, and shall take measures to maintain reasonable and appropriate administrative, technical and physical security safeguards to (a) insure the security and confidentiality of the Consumer Data; (b) protect against anticipated threats or hazards to the security or integrity of the Consumer Data; and (c) protect against unauthorized access or use of Consumer Data. Without limiting the generality of the foregoing, Publisher shall implement controls substantially similar or in material compliance with SAS-70, SSAE 16 or any similar successor standard for the processing of transactions using Consumer Data. In the event of any suspected or actual compromise of Consumer Data, unless otherwise provided by applicable law, Publisher shall notify EPCVIP within twenty-four (24) hours.

      7. Publisher shall immediately notify EPCVIP if it receives notice of any complaints, inquiries or investigations related to the subject matter of this Agreement and immediately remedy same. Publisher shall obtain contractual guarantees from any Sub Publisher(s) it utilizes, that are the same or similar to those contained in this Agreement and any IO(s). Furthermore, Publisher shall periodically audit such Sub Publisher(s) to ensure that Sub Publisher(s) is/are in compliance with the contractual requirements.

      8. Publisher conducts due diligence verifications, in accordance with industry best practices, of each Sub Publisher, including but not limited to, verifying that there are no pending formal or informal government investigations or prosecutions against the Sub Publisher by the Federal Trade Commission, any other federal or state governmental or regulatory body or agency, or any industry regulatory authority. Such due diligence shall be repeated at least annually for as long as Publisher maintains a relationship with Sub Publisher. Without limiting any of EPCVIP’s rights, Publisher’s failure to conduct a due diligence review of any Sub Publisher as specified herein may result in termination of this Agreement by EPCVIP.

   3. EPCVIP’s Representations and Warranties. In addition to its other representations and warranties contained in this Agreement, EPCVIP represents and warrants to Publisher that:

      1. It maintains all necessary licenses and registrations to engage in the activities contemplated under this Agreement.

      2. In providing services and fulfilling its obligations pursuant to this Agreement, it shall comply with all applicable laws, rules and regulations and the terms of this Agreement.

      3. It shall comply with the best practices as adopted by the Online Lender’s Alliance (OLA), including any updates and amendments thereto.

      4. Any websites and creative marketing materials/tracking links provided to Publisher with each posting shall not: a) infringe upon the privacy, publicity, intellectual property or other rights of any person or entity; (b) contain discriminatory or hate-mongering content; (c) contain or promote gratuitous violence, obscenity or profanity; (d) contain material that is defamatory or libelous; (e) promote any illegal activity, including but not limited to gambling, use of illegal substances, software piracy or hacking; and (vi) contain or promote pornography or spoof, or redirect traffic to or from any adult-oriented websites.

   4. Email Guidelines. In addition to the representations and warranties set forth herein above, Publisher further represents and warrants to EPCVIP that:

      1. To the extent it engages in email marketing and with respect to any email containing or promoting a posting that Publisher “initiates” or “sends” (as those terms are defined by the CAN-SPAM Act), it shall fully comply with the CAN-SPAM Act, all rules and official guidance promulgated by the Federal Trade Commission pursuant to the CAN-SPAM Act, the Federal Communications Commission’s (FCC) rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable laws, rules and regulations. Without limiting the generality of the foregoing requirement, Publisher shall comply with the following requirements with respect to any email containing or promoting a posting that Publisher initiates or sends:

         1. The “From” line shall clearly and accurately identify the sender or company that is “sending” or “initiating” the e-mail (as those terms are defined by the CAN-SPAM Act). Notwithstanding the foregoing requirement, Publisher shall not place the name of EPCVIP, the subject of the advertisement or any false or misleading information in the “From” line;

         2. The “Subject” line must be reasonably related to the subject matter of the message;

         3. The email must contain a clearly displayed, labeled and functioning (for at least thirty days after the message is sent) unsubscribe link for both the Publisher and EPCVIP. Each unsubscribe link must provide for a universal unsubscribe from receipt of commercial email from Publisher and/or EPCVIP, such that any request for removal via the link results in removal from all of Publisher’s and/or EPCVIP’s lists, as applicable. Each link must require the message recipient to do no more than visit a single web page) and not submit any information other than email address) in order to unsubscribe;

         4. The email must include a statement that identifies the email as a commercial solicitation. This may be in the header, body or footer of the email; and

         5. The email must contain a valid postal address for the sender. This postal address should be listed at the top or bottom of each email.

      2. Publisher must comply with the following additional requirements:

         1. Publisher may only deliver emails to individuals who have provided consent to receive email offers;

         2. In the event of a spam complaint, Publisher shall provide the following information to the filer of the complaint within one (1) business day of receipt of the complaint:

            1. The website at which the filer of the complaint signed up;

            2. A link to (or a copy of) the privacy policy of the sign-up site evidencing a privacy policy which clearly indicates the filer of the complaint has given permission to the publisher to receive email offers;

            3. The date the filer of the complaint signed up (and the time if available); and

            4. The I.P. address from which the filer of the complaint signed up.

      3. If EPCVIP determines in its commercially reasonable sole discretion that Publisher has violated this Section 9(d) of the Agreement, EPCVIP shall retain the right to terminate Publisher, with or without notice, and subject to the applicable provisions set forth herein above, related to any commission fees earned but not yet paid shall be forfeited by Publisher. All decisions by EPCVIP are presumptively final.

   5. Telemarketing Guidelines.

      1. In addition to the representations and warranties set forth herein above, Publisher shall not:

         1. Engage in any telemarketing campaigns, including, without limitation, outbound telemarketing campaigns and short messaging service (“SMS”) telecommunication marketing campaigns, in connection with this Agreement without the prior written consent of EPCVIP.

         2. Deliver inbound telemarketing Leads to EPCVIP and/or its third-party clients without the prior express written consent of EPCVIP.

      2. If Publisher is authorized to engage in an inbound telemarketing campaign and/or collect Lead data in conjunction therewith, in addition to the terms set forth elsewhere herein, Publisher shall:

         1. Provide all material information to Consumers necessary for Consumers to make an informed decision about whether to purchase applicable goods/services;

         2. Not change the consent language contained in (or deviate from) such scripts without notifying EPCVIP in writing, and shall submit in writing to EPCVIP all proposed new Consumer consent language in its scripts;

         3. Store recordings of telephone calls for the applicable limitations period;

         4. Shall make available to EPCVIP such recordings within twenty-four (24) hours of EPCVIP making such a request; and

         5. Not attempt to “upsell” Consumers.

      3. Publisher’s submission to EPCVIP of existing or proposed scripts or telephone call recordings shall in no way create any obligations or responsibilities of EPCVIP with respect to Publisher’s data collection methods or processes. EPCVIP may in its sole discretion, provide and/or require that Publisher implement technology, via third-party or otherwise, to record and capture confirmation of adherence to applicable laws and regulations.

      4. In the event that Publisher is expressly authorized to engage in outbound telemarketing campaigns, Publisher shall ensure that Leads are collected from Consumers that have provided and/or manifested lawful, express and affirmative consent to receive third-party solicitations and marketing communications, including, without limitation and as applicable, prior express written consent as required by law or regulation (including TCPA), so that the Consumer may lawfully be contacted via telephone (including mobile telephone and VOIP) via automatic telephone dialing system or pre-recorded voice message, as applicable, evidence of the foregoing shall be maintained by Publisher and be made available to EPCVIP upon reasonable prior written request at any time, for at least five (5) years from the last date the consent is relied upon to make a telephone call.

10. Warranty and Limitation of Liability.

    1. WITHOUT LIMITATION AND UNLESS OTHERWISE SET FORTH HEREIN, EPCVIP CREATIVES, ADVERTISING MATERIALS, SERVICES, LINKS AND ACCESS TO TECHNOLOGIES ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITATION AND UNLESS OTHERWISE SET FORTH HEREIN, EPCVIP MAKES NO WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE), REPRESENTATIONS, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED REGARDING EPCVIP’S CREATIVES, LINKS AND ACCESS TO TECHNOLOGIES. IN NO EVENT SHALL EPCVIP BE LIABLE FOR CLAIMS BY THIRD-PARTIES THAT PUBLISHER HAS VIOLATED ANY LAWS OR RIGHTS OF THIRD-PARTIES, AS PUBLISHER AGREES TO INDEMNIFY EPCVIP FROM ANY AND ALL SUCH CLAIMS. IN NO EVENT SHALL EPCVIP BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF EPCVIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH (A) PUBLISHER’S INDEMNIFICATION OBLIGATIONS HEREUNDER AND (B) PUBLISHER’S VIOLATIONS OF APPLICABLE LAWS IN CONNECTION WITH ITS PERFORMANCE HEREUNDER, EACH PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAYABLE TO EPCVIP BY PUBLISHER UNDER THIS AGREEMENT IN THE SIX (6) COMPLETED CALENDAR MONTHS PRECEDING THE CLAIM GIVING RISE TO ANY SUCH LIABILITY. EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. Indemnification.

    1. If any action will be brought against either Party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other Party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third-party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.

12. Non-Circumvention.

    1. Publisher shall not, during the term of this Agreement, implement any marketing or sales agreements with any EPCVIP Lead source or Lead purchaser with whom Publisher did not have a verifiable previously existing purchase or sales agreement, in order to willfully circumvent or disrupt EPCVIP’s existing business relationship with said party. In the event that Publisher directly contracts with such a party, Publisher shall pay EPCVIP, as liquidated damages and not as a penalty, an amount equal to what EPCVIP would have otherwise reasonably earned had Publisher not violated this Section 15 clause. Publisher shall not, during the terms of this Agreement and for one (1) year thereafter, directly or in conjunction with any other business, solicit the employees, agents, independent contractors and/or consultants of EPCVIP to cease or modify their actual or prospective working relationship with EPCVIP.

13. Confidentiality.

    1. For purposes of this Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (i) a Party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, verbal, recorded on tapes or in any other media or format; (ii) the material terms of this Agreement and/or any associated IOs; (iii) with respect to EPCVIP, the Unaccepted Leads and/or suppression lists; and (iv) any information marked or designated by the Disclosing Party as confidential.

    2. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement, or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers: (i) who need to know such information in order for the Receiving Party to perform its obligation hereunder; and (ii) who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

    3. Confidential Information shall not include any information that the Receiving Party can verify with substantial proof that: (i) is generally available to or known to the public through no wrongful act of the Receiving Party; (ii) was independently developed by the Receiving Party without the use of Confidential Information; or (iii) was disclosed to the Receiving Party by a third-party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.

    4. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond. Notwithstanding the foregoing, EPCVIP shall be permitted to disclose information to government regulators during the course of regulatory inspections, investigations and/or enforcements actions without providing notice to Publisher. EPCVIP shall also be permitted to disclose the existence of this Agreement to lead originators in the event of a payment dispute involving Publisher and any lead originators, or other third-party.

14. Recordkeeping and Right to Audit.

    1. Publisher shall maintain, during the term of this Agreement, and at least until the conclusion of any applicable statute of limitations under applicable law or regulation, true and correct records of all information pertinent to Publisher’s procurement, use and transfer of the Leads.

       Publisher shall provide to EPCVIP in a form and format reasonably requested: (a) timely management by exception reporting associated with Publisher’s compliance with Applicable Laws as EPCVIP or its regulators may request from time to time; (b) copies of consumer complaints and/or inquiries related to the use of Leads; and (c) such other information related to the use and transfer of Leads as reasonably required by EPCVIP to assess Publisher’s compliance with Applicable Laws.

       Each party retains the right to appoint an independent third-party bound by the duty of confidentiality (except for the disclosure of its findings to the parties) to audit (not copy), Requested Party’s books and records for the purpose of verifying compliance with the terms of this Agreement and Applicable Laws, ensuring that no unlawful or fraudulent activity has taken place and/or assessing the Requested Party’s policies, procedures and internal controls. This audit may be performed by a request for materials which shall be provided within seven (7) days of request. The auditor shall be subject to approval by the Requested Party, which shall not be unreasonably withheld. The audit shall be conducted at the Requesting Party’s expense unless the audit reveals that the Requested Party has materially violated the terms of this Agreement or otherwise committed fraud, in which case, the Requested Party shall pay the costs of the audit within thirty (30) days of receipt of the auditor’s findings. Any such audit shall not be made more than once per annum during the term of this Agreement, unless reasonably required and/or a prior audit has disclosed an improper use, transfer, or payment.

       Publisher shall reimburse EPCVIP for any and all amounts previously paid to Publisher for non-qualifying Leads pursuant to Section 2 above. Should Publisher’s account balance with EPCVIP be less than the amount of reimbursements, Publisher shall immediately, upon request, refund such amounts to EPCVIP. Publisher acknowledges that should such an audit indicate that more than five percent (5%) of payments made to or be made to Publisher pursuant to this Agreement, collectively, arose from non-qualifying Leads, then, Publisher shall, immediately, upon receipt of written notice from EPCVIP: (i) pay and refund to EPCVIP all reimbursements; and (ii) pay to EPCVIP interest on reimbursements, accruing from the date EPCVIP made payment for such non-qualifying Leads to Publisher, in an amount equal to the lesser of eighteen percent (18%) per annum or the maximum rate of interested permitted by applicable law, whichever is higher. Additionally, in the event of the foregoing five percent (5%) threshold being met, Publisher shall be liable to EPCVIP for all of EPCVIP’s actual costs and expenses incurred in connection with the audit, including, without limitation, related investigation, collection and legal fees and costs, whether or not EPCVIP is required to commence formal legal action under this Agreement.

15. Assignment.

    1. Publisher may not assign, transfer or delegate any of its rights or obligations under this Agreement or any IO without the prior written consent of EPCVIP, and any attempts to do so shall be null and void. Publisher agrees that EPCVIP may assign this Agreement without notice to Publisher. Subject to the foregoing limitation, this Agreement, together with any and all IO(s), shall inure to the benefit of and be binding upon the Parties, their successors, administrators, heirs and permitted assigns.

16. Arbitration; Choice of Law/Venue.

    1. This Agreement shall be governed by the laws of the State of California without reference to its conflict of laws principles (but excluding Section 1283.1 of the California Code of Civil Procedure and the United Nations Convention on Contracts for the International Sale of Goods).

       Any disputes hereunder that relates to or arises out of this agreement or from any other agreement between us, or leads or other services or benefits you receive or claim to be owed from us, shall first be privately negotiated in good faith between the Parties within forty-five (45) calendar days commencing upon written notice from one Party to the other. If the parties fail to privately resolve any dispute, the Parties shall submit to the dispute to the American Arbitration Association (AAA) pursuant to the Commercial Arbitration Rules before a single arbitrator in Los Angeles, California.

       Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video or other electronic means of communication. All discovery shall be completed within ninety (90) days following the appointment of the arbitrator. The arbitration award shall be in writing and the arbitrator shall provide written reasons for the award. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction.

       In no event may the arbitrator preside over class or collective arbitration, or to award any form of class-wide or collective remedy. Instead, the arbitrator shall have power to award money or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. No class or representative theories of liability or prayers for relief may be maintained in any arbitration held under this agreement. In no event may the arbitrator award punitive or exemplary damages.

       The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and the AAA, incurred in the action or proceedings.

       Notwithstanding the foregoing, the parties reserve the right to seek relief in the federal or state courts located in the County of Los Angeles, California, (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information; (iv) for any claims of infringement or misappropriation of EPCVIP’s patent, copyright, trademark, or trade secrets; and (v) to enforce any decision of the arbitrator, including the final award and Publisher consents to jurisdiction and venue in those courts.

17. Entire Agreement, Construction and Modification.

    1. This Agreement and all applicable IO(s) represent the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or verbal, between the Parties. This Agreement and all applicable IO(s) shall be construed as if both Parties equally participated in its drafting, and thus shall not be construed against the drafter. To the extent that anything in or associated with any IO is in conflict or inconsistent with this Agreement, the IO shall take precedence provided that it references this Agreement by name. This Agreement and any applicable IO(s) may be amended only by a written agreement executed by an authorized representative of each Party.

18. Non-Waiver and Severability.

    1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision shall be severed and replaced with a new provision that most closely reflects the real intention of the Parties, and the remaining provisions of this Agreement shall remain in full force and effect.

19. Status of the Parties.

    1. The Parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise, or joint venture between the parties. Neither Party has the authority to bind the other, or incur any obligation on its behalf. Publisher shall not disclose EPCVIP as a source of Leads, or make any representations or warranties concerning EPCVIP’s products or services.

20. Notices.

    1. Any notices under this Agreement shall be sent to the addresses set forth in the IO (or in a separate writing agreed to in writing by the Parties) by facsimile, electronic mail, or express delivery service; and, in the case of email, shall be confirmed by facsimile or telephone call. Notice shall be deemed given upon transmission.

21. Headings.

    1. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

22. No Publicity.

    1. Publisher shall not advertise, market or otherwise disclose to any third-party any information related to the making or existence of the Agreement.

23. No Third-Party Beneficiaries.

    1. Except as expressly provided herein, nothing in the Agreement is intended or shall be construed to give any person other than the Parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of the Agreement or any provision contained herein.

24. Execution, Electronic Signatures.

    1. Publisher acknowledges that its electronic submissions constitute its intent to be bound by this Agreement and all terms contained herein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, Publisher HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY EPCVIP. Further, Publisher hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.