Lead Seller Agreement

This Lead Seller Agreement ("Agreement") is made by and between Cashfast123 LLC, a Delaware limited liability company ("Leadpile"), and you ("You"). Leadpile operates a "Lead Marketplace" on its website at www.leadpile.com (the "Website").

The Lead Marketplace facilitates the exchange of information about potential customers who have indicated an interest in purchasing a particular type of goods or services (each, a "Lead"). Participants in the Lead Marketplace include "Lead Buyers" and "Lead Sellers." Each "Lead Seller" uses the Lead Marketplace to market Leads. Each "Lead Buyer" uses the Lead Marketplace to search for and/or purchase Leads marketed by Lead Sellers. The Lead Buyer compensates the Lead Seller in accordance with this Agreement. The compensation a Lead Seller receives from a Lead Buyer in exchange for the sale of a Lead is called a "Payout."

You agree that, if you are accepted by Leadpile as a Lead Seller (in Leadpile's sole and absolute discretion), you will abide by the terms and conditions of this Lead Seller Agreement, and any other surviving agreement between you and Leadpile, e.g., the Leadpile.com Terms of Use Agreement. So long as you remain a member of the Lead Seller program, you will have the opportunity to earn Payouts by selling Leads to Lead Buyers subject to the terms and conditions of this Agreement and other rules and requirements set forth by Leadpile on the Website.

Details of a Lead Seller program will be available through the Website, including without limitation rules and requirements governing the qualification and sale of Leads, and the fee(s) charged by Leadpile for your participation in and use of the Lead Marketplace.

There are two ways to submit Leads to Leadpile. Leads can be submitted using the Leadpile "I Save Now" Form (the "Leadpile Form") or the Lead Seller's own form (a "Lead Seller Form"). Each of the Leadpile Form and the Lead Seller Form are referred to herein as a "Form."

The Leadpile Form may not be revised or modified in any way by anyone other than Leadpile. The Leadpile Form may not be stored by Lead Seller or any other person or entity not authorized in writing by Leadpile. Lead Seller must load the Leadpile Form dynamically directly from Leadpile's system at the time of use as directed by Leadpile.

Your use of Leadpile Forms and Lead Seller Forms must conform to the terms and conditions of this Agreement, and you must immediately make any modifications to a Form or take any other action in connection with a Form as directed by Leadpile.

A Form may not be included on any website or page containing defamatory, offensive, abusive, obscene or illegal content or themes, including without limitation any website containing adult content or content in connection with gambling or illegal drugs. A Form may not be displayed on any website or by any Lead Seller that (a) sends email in violation of the CAN-SPAM Act; (b) is involved in the development, distribution, or support of any adware, spyware, or other malware (as defined in Leadpile's sole discretion); (c) offers incentives in connection with Lead generation; (d) provides any misleading or false information to consumers; or (e) submits or tolerates the submission of Leads by anyone other than the consumer whose information is being entered.

You agree that you will not promote the Form or the use thereof in any way that is likely to mislead any person or entity. You further agree that you will not knowingly allow any person or entity to misuse the Form, and will alert Leadpile immediately upon discovering any misuse or possible misuse of the Form or any other conduct likely to result in the transmission of inaccurate and/or fraudulent information to Leadpile or any Lead Buyer.

You agree that you will not use the Form in any way not expressly permitted by this Agreement. Without limiting the foregoing, you agree that you will not, nor will you induce or permit any other person or entity to: (a) enter into the Form information not constituting an actual, current, bona fide Lead; or (b) populate or otherwise interact with the form using any automated method such as a script or bot.

LEADPILE MAY, IN ITS SOLE AND ASBOLUTE DISCRETION, DISQUALIFY ANY LEAD SUSPECTED OF FAILING TO CONFORM WITH LEADPILE'S REQUIREMENTS AND/OR THE PROVISIONS OF THIS AGREEMENT. LEAD SELLERS WILL NOT BE COMPENSATED FOR DISQUALIFIED LEADS, AND THE SUBMISSION OF DISQUALIFIED LEADS MAY RESULT IN THE TERMINATION OF A LEAD SELLER'S ACCOUNT, FORFEITURE OF ALL PAST AND/OR PRESENT PAYOUTS, CIVIL ACTION, CRIMINAL CHARGES, AND/OR ANY OTHER REMEDY AVAILABLE IN EQUITY OR AT LAW.

YOU REPRESENT, WARRANT, COVENANT AND AGREE THAT (A) YOU ENTER INTO THIS AGREEMENT WITH THE INTENT TO USE THE LEAD MARKETPLACE CONSISTENT WITH THE TERMS OF THIS AGREEMENT; (B) YOU OWN, OR OTHERWISE HAVE THE LEGAL RIGHTS AND LICENSE TO PROVIDE THE LEADS AND RELATED INFORMATION PROVIDED HEREUNDER; (C) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY UNDER ALL APPLICABLE LAWS, RULES AND REGULATIONS TO ENTER INTO THIS AGREEMENT; (D) THE EXECUTION OF THIS AGREEMENT BY YOU, AND THE PERFORMANCE BY YOU OF THIS AGREEMENT, DO NOT AND WILL NOT VIOLATE ANY LAW OR REGULATION, OR ANY AGREEMENT TO WHICH YOU ARE A PARTY; (E) YOU ACKNOWLEDGE THAT LEADPILE MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS NOT SET FORTH IN THIS AGREEMENT; (F) YOU HAVE PUBLISHED ON YOUR WEBSITE, WILL CONTINUE TO MAINTAIN AND PUBLISH, AND WILL CONTINUE TO COMPLY WITH, A PRIVACY POLICY CONSISTENT WITH THE FAIR INFORMATION PRACTICE PRINCIPLES PUBLISHED BY THE UNITED STATES FEDERAL TRADE COMMISSION; (G) YOU WILL NOT ENGAGE IN OR FACILITATE THE USE OF INDISCRIMINATE ADVERTISING OR UNSOLICITED COMMERCIAL EMAIL, OR OTHERWISE FAIL TO COMPLY WITH THE CAN SPAM ACT OF 2003 OR ANY SUCCESSOR LEGISLATION, OR ANY OTHER LAW OR REGULATION THAT GOVERNS MARKETING OR COMMUNICATIONS; AND (H) YOU WILL NOT ENGAGE IN ANY CONDUCT THAT DECEIVES OR MISLEADS USERS IN ANY WAY IN CONNECTION WITH THE FORM, THIS AGREEMENT, OR THE LEAD MARKETPLACE.

You agree to provide Leadpile.com with accurate information (e.g., contact information, detailed corporate information, websites used, promotional methods, etc.) as set forth or required on the Website, and to maintain the information associated with your Lead Seller account such that it remains accurate and current at all times.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD LEADPILE AND OUR PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, ASSIGNS, THIRD PARTY SUPPLIERS OF INFORMATION AND DOCUMENTS, ATTORNEYS, ADVERTISERS, SERVICE PROVIDERS, AND AFFILIATES HARMLESS FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEYS" FEES, ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, OR YOUR USE OF THE LEAD MARKETPLACE AND/OR THE WEBSITE.

Any controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Lead Marketplace operations, intellectual property, or the Website, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. The arbitration shall be conducted in Phoenix, Arizona and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Phoenix, Arizona necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own legal fees and associated costs.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE LEAD MARKETPLACE AND THE WEBSITE IS AT YOUR OWN RISK. THE LEAD MARKETPLACE AND THE WEBSITE ARE AVAILABLE ON AN "AS IS" "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LEADPILE MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE LEAD MARKETPLACE, ANY LEAD BUYER, ANY LEAD, OR THE WEBSITE.

LEADPILE DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ANY WAY ARISING FROM THE FUNCTIONALITY OR OPERATION (OR FAILURE TO FUNCTION OR OPERATE) OF THE LEAD MARKETPLACE OR THE WEBSITE, EVEN IF LEADPILE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, LEADPILE SHALL NOT BE LIABLE FOR DAMAGES EXCEEDING THE AMOUNT PAID BY LEAD BUYERS TO LEADPILE FOR THOSE LEADS SOLD BY YOU PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT THAT GAVE RISE TO THE DAMAGES.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT LEADPILE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH ANY TRANSACTIONS BETWEEN LEAD BUYERS AND LEAD SELLERS, OR FOR ANY INFORMATION APPEARING ON LEAD BUYERS" OR LEAD SELLERS" WEBSITES.

The terms and conditions of this Agreement represent the complete, final and exclusive agreement between Leadpile and you, and supersede all prior agreements, representations and understandings with the exception of the Leadpile.com Terms of Use Agreement and, if applicable, the Lead Buyer Agreement. Notwithstanding the foregoing, if you entered into a separate agreement with Leadpile governing your use of the Lead Marketplace, then that agreement (the "Negotiated Agreement") will survive, and only those provisions of this Agreement that do not conflict with the Negotiated Agreement will apply. This Agreement may be terminated by Leadpile at any time for any reason or no reason. Leadpile reserves the right to change the Lead Marketplace or the Website at any time with or without notice. If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern. This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona, and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). You agree that any legal action or proceeding between Leadpile and you permitted by the arbitration provision herein shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Phoenix Arizona. Any cause of action or claim you may have with respect to this Agreement or Leadpile.com must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale, merger, or assignment of assets. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.