TRUE PATH LEADS

BY SUBMITTING A REGISTRATION TO BECOME AN AFFILIATE OF TRUE PATH LEADS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This True Path Leads Affiliate Lead Provider Agreement (“Agreement”) is entered into by and between True Path Leads, Inc. a Delaware company with a business address at 800 N. Brand Blvd Suite 307, Glendale, CA 91203 (“True Path Leads” or “Lead Buyer”) and You (“Affiliate,” “You,” or “Publisher”) (together, the “Parties”). This Agreement shall supersede any other agreements between the Parties, including but not limited to, online sign-up terms and conditions or agreements presented in online portals which either Party may have agreed to or been prompted to agree to prior, contemporaneously, or hereafter. Affiliate seeks generate and provide consumer leads to True Path Leads for purchase (collectively “Services”). This Agreement shall become effective on the date Affiliate is accepted by True Path Leads as an affiliate after submitting their registration. (“Effective Date”).

1. SERVICES.

If approved by True Path Leads as an affiliate, Affiliate shall generate and post consumer leads to True Path Leads for purchase. A “Lead” shall be defined as a real individual who completes and submits all of the required fields on a website form owned and operated by Affiliate and where Affiliate posts and/or redirects said consumer to True Path Leads. Any information provided by a consumer on an Affiliate website form which is contained in the Lead shall be referred to as “Lead Data.” Unless otherwise agreed upon in writing, all Leads are to be delivered by Affiliate to True Path Leads in real time. Only valid leads shall be purchased by True Path Leads and considered compensable actions. A lead will be considered “Valid” only if a consumer meets the following minimum criteria: (i) the consumer is a United States resident; (ii) the consumer is at least eighteen (18) years of age; (iii) the consumer provides all the information requested in the required fields of the website request form and those fields satisfy the agreed upon data points to be collected and passed. Any “Fraudulent Leads”, as defined in Section 5 below, along with any lead which may be the result of identity theft, and/or any lead that fails to meet the minimum agreed upon requirements shall also be invalid. Upon request by True Path Leads, Affiliate shall provide the URL, IP address, user agent and all data collection disclosures, such as TCPA disclosures at the point where data is collected from consumers, for any leads posted to True Path Leads so that True Path Leads can respond to and investigate any compliance related matters, Advertiser inquiries, and/or consumer complaints. Lead Validity shall be determined by True Path Leads in its sole discretion and Affiliate acknowledges and agrees that True Path Leads has the sole and absolute discretion to accept or reject any Lead at any time and for any reason. If applicable, True Path Leads may also provide a lead exchange platform (“Platform”) in which Affiliates may post leads to the Platform for the benefit of True Path Leads and its’ advertisers, such as lenders or third-party networks, utilizing such Platform. True Path Leads may purchase valid leads from Affiliate via the Platform to which True Path Leads may then pass to third-parties.

2. MONITORING.

True Path Leads may, but is not required to, monitor Affiliate’s Services, on its own or with the assistance and utilization of third-parties to ensure: compliance with this Agreement; quality control of call leads, and validity of leads. Without limiting the generality of the foregoing, True Path Leads or a third-party retained by True Path Leads may monitor for: (i) assurance of compliance with applicable laws and regulations; (ii) applicable advertiser specific campaign or lead requirements; and (iii) honoring of unsubscribe requests in the case of e-mail and/or telephone marketing campaigns.

3. LIMITED LICENSE.

True Path Leads grants Affiliate a limited, revocable, nontransferable, non-sub-licensable, non-exclusive license to use: (i) True Path Leads’ Platform for the sole purpose of posting leads to True Path Leads for purchase pursuant to this Agreement; and (ii) True Path Leads’s tracking system and any data, reports, information or analysis arising out of such use (“Platform Data”) solely for the purpose of providing leads to True Path Leads pursuant to the Agreement. Affiliate shall not attempt to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Software Platform or tags, source codes, links, pixels, modules or other data provided by True Path Leads that allows True Path Leads track leads. True Path Leads owns and shall maintain ownership of all rights, title, and interest in its Platform, including but not limited to: (i) all links and user data collected and derived through the services provided by Affiliate pursuant to this Agreement and (ii) the software’s applications, data, and True Path Leads’ methods of doing business or any elements thereof. Affiliate agrees not to reproduce, disseminate, sell, distribute, or commercially exploit any such proprietary information in any manner. Affiliate shall maintain such data in a secure manner, consistent with industry standards. All information provided to Affiliate hereunder shall be kept strictly confidential.

4. CONFIDENTIAL INFORMATION.

Confidential Information means, in respect of a Party, all data and information of a confidential nature, including but not limited to, marketing strategies, financial information, pricing, offers, Leads and Lead Data, lead volumes, traffic sources, landing pages, URLs, scripts, optimization methods, and trade secrets, relating to the business, the affairs and any development projects or other products or services of either Party. Furthermore, any information concerning either Parties’ customers or clients shall be considered Confidential Information including, but not limited to, name(s), addresses, accounts, or other contact information obtained during this Agreement. Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data, information, and confidential relationships shall be considered to be Confidential Information if (a) the disclosing party has stated it is confidential information, (b) the disclosing party, orally or in writing, has advised the other party of its confidential nature, or (c) due to their character or nature, a reasonable person in a similar position and under similar circumstances would treat them as secret and confidential. Confidential Information shall remain the sole and exclusive property of each Party. Each Party is granted a limited right to use any Confidential Information, but only for the stated purpose in this Agreement. Neither party will alter, modify, disassemble, or reverse engineer any Confidential Information or otherwise make it available in any form that is not intended by the scope of this Agreement. Each party will be responsible for the care and security of any Confidential Information and shall protect it in the same way they would their own. In the case of any commercial dispute between the True Path Leads and Lead Buyer, any such information regarding this dispute or either Party’s actions regarding the dispute will be deemed as Confidential Information. Any release or public disclosure of any Confidential Information by either Party will result in a breach of this Agreement. In the event of a court order or proceeding, judgment collection, request by law enforcement or government agencies or during attorney or government discussions, the release of Confidential Information by either Party will not be deemed a breach of this Agreement, provided the disclosing party provide reasonable notice of such disclosure prior to disclosure and the opportunity to oppose said disclosure if available. This section will survive the termination of this Agreement for a period of two (2) years.

5. FRAUDULENT LEADS.

True Path Leads may, but is not required to, monitor lead traffic for fraud and Affiliate shall be solely responsible for ensuring it does not generate fraudulent traffic or engage in fraudulent methods for lead generation. If fraud is detected, Affiliate’s account will be made inactive immediately and subject to further investigation. Fraudulent traffic includes, but is not limited to: (i) click-through, transfer, or conversion rates that are significantly higher than industry averages and where reasonable justification for such higher click-through or conversion rates is not presented by Affiliate to True Path Leads; (ii) fraudulent leads as determined and reported by True Path Leads’ third-party advertisers, such as lenders, who True Path Leads may pass Affiliate’s traffic to; (iii) use of any incentives to procure clicks, calls, or leads; (iv) use of fake redirects, automated software, proxy servers and/or other mechanisms to generate fraudulent Leads; or (v) leads or calls in which a consumer did not initiate or enter their information on a website form; specifically, leads that are generated through the copying-and-pasting of a consumer’s information onto a website’s form or through the falsification of keystrokes on any website. All leads that are not consumer initiated, meaning that the consumer themselves initiated the inbound call or physically typed their information into a website submission form shall be deemed fraudulent leads. Affiliate acknowledges that any attempted participation or violation of any of the foregoing is a material breach of the Agreement and True Path Leads may immediately terminate the Agreement, suspend Affiliate’s account, and withhold all rights to any commissions and/or payments owed to Affiliate by True Path Leads directly associated with said material breach. True Path Leads’ decision regarding fraudulent activity shall be determinative.

6. TRACKING AND PAYMENT.

The number of compensable actions or leads purchased (or other applicable unit) for which payment is due under the Agreement shall be as recorded by True Path Leads’ tracking platform. Affiliate shall be paid on weekly net fourteen (14) terms. Newly on-boarded Affiliate’s will have a twenty-one (21) day hold on any payments made to them by True Path Leads. Thereafter, newly on-boarded Affiliates will be paid on weekly net fourteen (14) payments. In the event Affiliate disputes the calculations provided by True Path Leads Affiliate shall notify True Path Leads of the dispute in writing and within five (5) business days of receiving the final tracking count for the month. True Path Leads shall work with Affiliate in good faith to remedy any tracking disputes. If the discrepancy cannot be resolved by a good faith effort, True Path Leads’s tracking count shall be final and binding. Each party is solely and separately responsible for its own taxes, levies and duties, bank fees and charges applicable to its servicing bank. True Path Leads will not pay for any leads or compensable actions that occur before a campaign is initiated, or after a campaign terminates. Invoices submitted to True Path Leads and payments made to Affiliate shall be based on the tracking as reported by True Path Leads. True Path Leads will not be responsible to compensate Affiliate for compensable actions and/or leads that are not recorded due to Affiliate’s error.

7. TERM AND TERMINATION.

This Agreement is deemed effective on the Effective Date and shall be for an initial term of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, and unless terminated in accordance with this section, the Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”). Notwithstanding, either Party may terminate the Agreement, at any time and for any reason, upon providing written three (3) days prior notice. Notwithstanding, in the event either Party in good faith believes that the other Party is in violation of applicable law or in breach of any terms of this Agreement, such Party shall have the right to terminate the Agreement immediately upon written notice to the other Party. Termination notices may be provided via email and will be effective immediately. All monies then due to Affiliate will be paid during the next billing cycle.

8. REPRESENTATIONS AND WARRANTIES/COVENANTS.

a. Mutual Representations. Each Party represents and warrants that: (i) it has the right to enter into and fully perform the Services contemplated herein; (ii) there is no outstanding contract, commitment, or Agreement to which it is a Party that conflicts with this Agreement; (iii) it shall comply with all applicable federal, state and local laws, rules and regulations in the performance of this Agreement; and (iv) it shall maintain effective and commercially reasonable information security measures to protect the Personally Identifiable Information from unauthorized disclosure or use.

b. Affiliate Representations. Affiliate represents and warrants that any and all information provided during the process to register as an affiliate with True Path Leads shall be truthful and accurate and Affiliate represents and warrants that: (i) It shall comply, and if applicable and approved by True Path Leads to use affiliates sub-affiliates, cause its affiliates and any sub-affiliates, to comply with all applicable federal, state and local laws, rules and regulations in the performance of its Services under this Agreement; (ii) Affiliate’s websites, databases, lead generation practices, data collecting practices, messages and emails, and all linked content are, and shall remain at all times during the terms of this Agreement, in compliance with all applicable federal and state laws, including, but not limited to, the Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, Telephone Consumer Protection Act (“TCPA”); COPPA, as amended, the CAN-SPAM Act of 2003, as amended (“Can-Spam”), applicable Federal Trade Commission implementing regulations, California Business & Professions Code Section 17529, California Business & Professions Code Section 17529.1 et seq. (“CA BPC § 17529.1 et seq.”), California Business & Professions Code Section 17529.5 et seq. (“CA BPC § 17529.5 et seq.”) and any and all federal and state deceptive trade practices legislation, as amended; (iii) Affiliate’s websites, databases, emails and messages, and all linked content do not: (1) promote racism, hate mongering or other objectionable content; (2) contain any investment or money making opportunities or advice not permitted by applicable law; (3) contain any gratuitous violence, profanity, or other explicit vulgar or obscene language; (4) contain or post to any sexually explicit images or other offensive content or adult services; or (5) promote software piracy or otherwise violate any intellectual property rights of third Parties; (iv) Affiliate shall not: (1) violate any third-Party terms and conditions, which includes, but is not limited to, unauthorized use of a third-Party website for commercial gain; (2) use deceptive or misleading practices such as the use of spyware, adware, artificial or fraudulent methods designed to appear as if a consumer is generating a lead; and (3) use any deceptive form of advertising which includes, but is not limited to, phishing, spoofing, redirecting or trafficking from adult-related websites, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identify theft or other activity; (v) Affiliate maintains and posts in a conspicuous manner on all its websites, a privacy policy that clearly and adequately describes what information is collected about the end user, how such information is collected, used and/or leased or sold to any third Party; and (vi) Affiliate shall ensure the secure handling, transmission, storage and disposal or any nonpublic personal information (“NPI”) belonging to consumers which Affiliate handles and passes to True Path Leads while protecting against any security threats and unauthorized access to such NPI.

c. Affiliate Lead-Post Representations. If Affiliate is posting Leads to True Path Leads, such Affiliate represents and warrants that: (i) Affiliate posts only real people who have filled out all required fields and such posting is in real time from the Affiliate’s lead generation website to True Path Leads’s Platform in a method and manner as agreed to by and between the Parties; and (ii) Affiliate has, in compliance with the Telephone Consumer Protection Act (TCPA), obtained the prior express written consent from all Leads to (i) receive calls, ringless voicemails, and SMS text messages from True Path Leads or its advertisers, using an automatic telephone dialing system or an artificial or prerecorded voice and has authority to transfer a record of such consents to True Path Leads along with the posted Lead IP address, date and time stamp, and any other information requested by True Path Leads and comply with all other requirements of the TCPA. Affiliate warrants that it maintains records of such prior express written consent for a period of no less than five (5) years from the date of their collection, together with the date such consent was gathered, the name of the campaign in connection with which the consent was collected (the “Records”). Upon request, Affiliate will promptly provide the Records to True Path Leads.

Affiliate acknowledges that breaches of any of the foregoing representations and covenants may, in the reasonable discretion of True Path Leads, result in the immediate termination of True Path Leads’s relationship with Affiliate and the forfeiture of all commissions owed to Affiliate by True Path Leads directly associated with such material breach. Affiliate agrees that True Path Leads shall not be held responsible for actions or inactions or non-compliance of Affiliate in performance of the Agreement, including any violation of any applicable laws or regulations. Affiliate shall at all times be responsible for the actions and/or inactions of any sub-affiliates that Affiliate may utilize in providing Leads to True Path Leads.

9. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

TRUE PATH LEADS SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF TRUE PATH LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR WHERE SUCH DAMAGES ARE OTHERWISE FORESEEABLE) OR DAMAGES FOR LOST PROFITS, REVENUE, AND/OR DATA ARISING FROM ANY BREACH OF THIS AGREEMENT. IN THE EVENT OF ANY BREACH OF THIS CONTRACT BY TRUE PATH LEADS, OR OF ANY LOSSES OR INJURIES TO THE AFFILIATE ARISING OUT OF THIS AGREEMENT FOR WHICH TRUE PATH LEADS IS LIABLE, TRUE PATH LEADS’ TOTAL CUMULATIVE LIABILITY FOR SUCH BREACH, LOSSES, AND INJURIES WILL NOT EXCEED THE TOTAL AMOUNT THAT HAS BEEN PAID TO AFFILIATE UNDER THIS AGREEMENT FOR THE PREVIOUS SIX (6) MONTH PERIOD. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, TRUE PATH LEADS CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING ITS PLATFORM, LEAD BUYING SOFTWARE, OR ITS SERVICES. WITHOUT LIMITING THE ABOVE, ANY LINKS, PLATFORM, SOFTWARE, ADVERTISER’S WEBSITES, AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND TRUE PATH LEADS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, AND: (I) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; AND (III) THAT TRUE PATH LEAD’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS. ALL INFORMATION AND PLATFORMS PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

10. INDEMNIFICATION.

AFFILIATE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TRUE PATH LEADS, INC., ITS RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CLIENTS, AFFILIATES, AGENTS, PARTNERS AND SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL OUT-OF-POCKET LIABILITIES, DAMAGES, LOSSES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO A THIRD-PARTY CLAIM OR PROCEEDING TO THE EXTENT IT IS BASED UPON AN ALLEGATION THAT WOULD CONSTITUTE A BREACH OF AFFILIATE’S REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT OR BREACH OF THIS AGREEMENT. AFFILIATE SHALL HAVE THE RIGHT TO CONTROL THE DEFENSE OF SUCH CLAIM WITH COUNSEL OF ITS CHOICE, BUT NO SETTLEMENT MAY BE CONSUMMATED WITHOUT TRUE PATH LEADS’ EXPRESS WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD. TRUE PATH LEADS RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY THE INDEMNIFYING PARTY HEREUNDER AND SEEK REIMBURSEMENT. AFFILIATE WILL TIMELY NOTIFY TRUE PATH LEADS OF ANY CURRENT, IMPENDING, OR POTENTIAL LEGAL ACTION, CLAIM OR INVESTIGATION AGAINST AFFILIATE BY A THIRD PARTY FOR MATTERS WHICH COULD REASONABLY EXTEND TO TRUE PATH LEADS.

11. GENERAL.

a. Governing Law, Binding Arbitration, and Venue. If a dispute arises from or relates to the Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree that any unresolved controversy or claim arising out of or relating to the Agreement, or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $250,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be Dover, Delaware. The arbitration shall be governed by the laws of the State of Delaware. If the dispute is less than $250,000 there shall be no discovery other than the exchange of documents. If the dispute is equal to or greater than $250,000, discovery shall consist of no more than two (2) depositions of four (4) hours or less. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The prevailing party shall be entitled to an award of reasonable attorney fees, not to exceed twenty-thousand dollars ($20,000.00). Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.

b. Amendments. Future changes, revisions, or additions to this Agreement may be made if set forth in writing and signed by both parties, who provide clear and conspicuous consent to said changes.

c. Waiver. No waiver by either Party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

d. Assignment. This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning Party; provided, however, that this Agreement may be assigned by either Party to a person or entity who acquires substantially all of that Party’s assets, stock or business by sale, merger or otherwise.

e. Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, or a change in legislation, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of the terms of this Agreement shall remain valid and enforceable according to its terms.

f. Independent Contractor. The Parties agree that Affiliate and True Path Leads are acting as independent contractors in performing the Services and under the Agreement and that the relationship between the True Path Leads and Affiliate shall not constitute a partnership, joint venture or agency. The Parties will at all times during the term of the Agreement remain independent contractors.

g. Notice. Any notice, communication, or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified electronic mail (e-mail); or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested, or by nationally-recognized overnight courier service to the Parties at the addresses provided herein.

h. Survival. In addition to certain provisions specifically set forth in the Agreement to survive cancellation, expiration, or earlier termination of this Agreement, the following paragraphs shall likewise survive expiration or earlier termination of the Agreement: 3, 4, 6, 8, 9, 10, and 11.a, 11.e. for a period of one (1) year.

i. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such Event gives the other Party written notice thereof within three (3) business days of such event or occurrence.

12. COMPLETE AGREEMENT.

This Agreement constitutes the entire and only Agreement between the Parties. This Agreement shall not be construed as if it had been prepared by either Party, but rather as if it were jointly prepared. By clicking “Submit” or providing your registration to become an Affiliate of True Path Leads, You are agreeing to be bound by the terms of this Agreement.