1. Services. LBM has engaged Affiliate to promote LBM’s services by taking the actions as provided for in Exhibit A.  Affiliate will perform all services consistent with best industry practices and shall not take any action which would reasonably be expected to damage the reputation or business of LBM.

2. Term and Termination.

a. This Agreement shall come into force upon the Effective Date and shall remain in effect for a period of one year (the “Initial Term”). The Agreement shall automatically renew for successive one-year terms unless either party provides 30 days’ written notice of termination during the Initial Term, or until either party provides 30 days’ written notice of termination in any successive term.

b. Notwithstanding the foregoing, either party may terminate this Agreement immediately in the event: (i) the other party declares bankruptcy, or (ii) the other party breaches this Agreement and fails to cure such breach within 15 days of its receipt of written notice of such breach.

c. Notwithstanding the foregoing, LBM may suspend or terminate this Agreement immediately: (i) in the event it determines, in its sole discretion, that an unacceptable number of Leads (as that term is defined below) generated have failed to meet the requirements set forth in Section 4(a) below; or (ii) if LBM becomes aware of any opinion issued by any state bar association or body which, in LBM’s reasonable judgment, would prohibit any aspect of the relationship created hereunder.

3. Payments. In exchange for Affiliate generating leads and for Affiliate’s compliance with and performance of the terms and conditions set forth in this Agreement, LBM shall pay to Affiliate the amount set forth in Exhibit A, and shall remit payment to Affiliate on a Net 15 basis.

4. Leads

a. “Leads” (sometimes referred to as “Referrals”) shall mean lead information submitted by an individual that satisfies each of the following conditions: the lead information (i) is completed via the action set forth in Exhibit A on such individual’s own behalf; (ii) passes successfully through LBM’s internal controls and filters; (iii) is originated on the Site or through the approved method of promotion on Exhibit A, using an Affiliate engine and is not generated through a co-registration, incentivized, misleading, or fraudulent site or path (“Invalid Activity”); (v) meets all criteria and requirements set forth in this Agreement; (vi) is not originated from a fictitious client, and/or does not include invalid or false data; (vii) 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 LBM in its sole discretion; or (viii) is not later determined to be a “dispute” (reasons include, but are not limited to, wrong number, disconnected number, already represented by an attorney), an expungement, a post DUI conviction, and/or a “duplicate” of an individual already in LBM’s database. LBM shall notify Affiliate of all disputes by the 10^th of the following month.

b. LBM may reject any and all Leads that LBM, in its sole discretion, determines to be Invalid Activity. Upon LBM’s reasonable suspicion of Invalid Activity, LBM may pause any campaign until any issues directly related to Invalid Activity are resolved. Affiliate shall provide LBM with information of such publisher to the extent reasonably possible based on any supporting documentation provided by LBM to Affiliate.  Where reasonably possible, within 24 hours of LBM’s request, Affiliate shall provide a copy of any publisher’s landing page, form, or other methods of promotion containing LBM’s offer as well as the IP address from which the suspected Invalid Activity was generated. LBM reserves the right to terminate the campaign immediately should LBM determine that actual Invalid Activity has occurred.

5. Confidentiality. Each party agrees that all non-public business, marketing, technical (including software code and algorithms), operational, vendor, marketing (including pricing, keyword target performance statistics, and competitive information), employee, customer, and financial information they obtain from the other, including any information which a reasonable person would believe to be proprietary or confidential in nature based on the circumstances of disclosure, are the confidential property of the disclosing party (“Confidential Information”).  The receiving party shall protect the Confidential Information with the same degree of care as it would with its own Confidential Information, but in no event with less than reasonable care.  The receiving party shall not disclose Confidential Information to the receiving party’s employees, agents, consultants, subsidiaries, corporate affiliates or any other third parties (“Representatives”), except when disclosure is necessary to perform the obligations under this Agreement, provided that any such recipient shall be under the same obligations of confidentiality as that of the receiving party, shall be contractually bound to protect the Confidential Information consistent with the terms of this Agreement and the receiving party is fully liable for its Representatives’ unauthorized disclosure or misuse of the disclosing party’s Confidential Information. The receiving party shall not be obligated to the terms of this Confidentiality section with respect to information the receiving party can demonstrate (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents, (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information, (iii) is legally required to be disclosed, or (iv) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party.  The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to notify the other party in writing as promptly as practicable (and, if possible, prior to making the disclosure) in order to permit the disclosing party to limit disclosure and to obtain confidential treatment of the information.

6. Intellectual Property. Each party retains all right, ownership, and interest to its respective software, source code, trademarks, copyrights, patents or other intellectual property rights.  Nothing in this Agreement shall be construed to grant the other party any rights, ownership or interest in such intellectual property. Each party shall refrain from modifying any content, forms or other materials provided by the other party and/or posted on behalf of the other party on the Site(s) (as defined in Exhibit A).  All data generated through the Form (as defined in Exhibit A) shall be owned solely by LBM (which shall have the exclusive right to transfer, license, sell and use the Lead information), and Affiliate shall not use such data for any purpose.

7. Non-Solicitation.

a. Affiliate hereby agrees that it will not, for the duration of the Agreement and for a period ending 12 months after its termination, (i) knowingly solicit, by way of a targeted effort, any attorney or law firm client (“Client”) contained in LBM’s networks at any time during the 6-month period immediately preceding the date of termination of this Agreement, or (ii) knowingly hire, engage or otherwise work with any employee or independent contractor who is under LBM’s direct supervision.

b. Specifically, Affiliate may not knowingly contact a Client, or disclose that LBM is acquiring consumer inquiries from Affiliate and then solicit the Client to join an independent marketing effort.

c. Nothing stated herein shall restrict Affiliate from engaging with or conducting business with any Client: (i) with whom Affiliate has established a business relationship prior to the execution of this Agreement; (ii) who independently initiates contact with Affiliate; or (iii) who is identified or contacted through Affiliate’s normal prospecting efforts including calling attorneys directly about participating in a marketing program, including without limitation participating at industry conferences and tradeshows, or distributing generalized offer of marketing services and responding to inquiries from Clients, so long as the offer is in no way intended to strictly target LBM’s client base or with the specific intent to interfere with LBM’s existing business relationships with its clients.

d. In addition and notwithstanding the foregoing, Affiliate shall not be precluded from hiring any person under LBM’s direct supervision who: (i) responds to any public advertisement placed by Affiliate; (ii) is initially contacted by a recruiter or hiring manager who is engaged in a general search and who is not targeting such person specifically or LBM’s employees or independent contractors in general; or (iii) has been terminated by LBM at least three (3) months prior to the commencement of employment discussions between Affiliate and such employee or independent contractor.

8. Representations and Warranties.

a. Each party represents and warrants to the other that it has the legal authority to enter into this Agreement and to perform its obligations hereunder, that the rights and obligations hereunder will not infringe on or conflict with any rights of a third party, and that its performance hereunder will not violate any U.S. laws and government rules and regulations.

b. Affiliate further represents and warrants the following: (i) Affiliate will not engage in any illegal or abusive marketing practices; (ii) The Site(s), as defined herein, is, and at all times during the term of this Agreement, will remain free from any illegal, unauthorized or pornographic content; (iii) Affiliate shall comply with the provisions of the Telephone Consumer Protection Act (“TCPA”); and the CAN-SPAM Act of 2003 (“CAN-SPAM”); (iv) Affiliate shall comply with all applicable laws, rules, and regulations related to data privacy and security, including but not limited to, the California Consumer Privacy Act of 2018, as may be amended, replaced, or superseded from time to time (collectively, “Data Privacy Laws”); (v) Affiliate shall comply with the provisions required by Data Privacy Laws, the TCPA and CAN-SPAM, including, but not limited to, the obligation to obtain prior express written consent from Leads (as defined herein) for voice and SMS messages. Affiliate shall implement procedures to make the necessary disclosures as required under the Data Privacy Laws, the TCPA and CAN-SPAM, and ensure that consent has been obtained for all Leads including those Leads obtained through other sources. Affiliate shall maintain a process to document and produce evidence of such consent upon request of LBM. LBM reserves the right to monitor Affiliate’s compliance with this provision. Affiliate agrees that Affiliate is solely responsible for the contents of its own Site(s), emails, or other methods of promotion. LBM shall only be responsible for any content LBM provides to Affiliate.

9. No Warranties and Limited Liability. Except as set forth herein, neither party makes any express or implied warranties with respect to the Form, the Site or any other content provided by such party (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE).  In addition, neither party makes any representation or warranties as to the accuracy or the results the other party may achieve.  IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY (WHETHER OR NOT CLAIMING BY OR THROUGH THE OTHER PARTY) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUES, GOODWILL, REPUTATION, PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON LAW, EQUITY, CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY OR ITS AFFILIATES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EACH PARTY AND ITS AFFILIATES’ CUMULATIVE LIABILITY TO THE OTHER PARTY AND ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND BASED ON ANY THEORY OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID BY LBM TO AFFILIATE DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

10. Mutual Indemnification.

Both Affiliate and LBM agree to defend, indemnify, and hold harmless each other and where applicable, their respective past and present shareholders, members, parent companies, partners, consultants, affiliates, contractors, subsidiaries, successors, predecessors, assigns, officers, directors, managers, employees, attorneys, agents, and all third parties working with either Affiliate or LBM in connection with any of the services contemplated under this agreement, from and against any and all losses, claims, controversies, causes of action, demands, torts, damages, costs, attorney’s fees and liabilities of any kind actually or allegedly related to or arising out of:

Any breach by either Affiliate or LBM of this Agreement, including any breach of its representations or warranties set forth herein

Any professional malpractice or other breach of duty by either Affiliate or LBM in the course of its communications with requestors or the legal representation of its clients in any matter

Allegations of infringement or any other use by either Affiliate or LBM of any Affiliate Content or any of either Affiliate or LBM’s intellectual property;

Any increase or decrease in the number or amount of referrals, business or profits of any kind or from any source.

11. Notice. All notices required or permitted under this Agreement shall be in writing and shall be deemed received when (a) delivered personally, (b) one (1) day after deposit with a commercial express courier specifying next day delivery, with written verification of receipt, or (c) sent by e-mail.  Unless otherwise indicated in writing by either party to the other party, all communications shall be sent to the address set forth for each party on the signature page and/or first page hereto, or, if this Agreement is signed electronically, (i) for LBM all electronic notes shall be sent to Andy@LegalBrandMarketing.com and (ii) for Affiliate, all electronic notices shall be sent to the email addressed listed in the signed Affiliate Agreement.

12. Entire Agreement; Amendment. This Agreement, along with Exhibit A attached hereto, and the Affiliate Lead Generation Policy located at https://www.legalbrandmarketing.com/affiliate-lead-generation-policy/, and incorporated herein by reference, states the entire agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes any prior written agreements, understandings, or representations with respect thereto.  In addition, each party confirms that this Agreement, along with Exhibit A attached hereto, and the Affiliate Lead Generation Policy located at https://www.legalbrandmarketing.com/affiliate-lead-generation-policy/, and incorporated herein by reference, supersedes any click-through agreement on the other party’s or its affiliates’ websites, including but not limited to for the purpose of registering an account to access reporting and other usage information, whether or not any such click-through agreement is ‘accepted’ by the other party before, on or after the effective date of the Agreement.  This Agreement may not be amended except by a written agreement signed by both parties.  No electronic record or electronic signature (other than telephonic facsimile) shall be deemed to be in writing so as to satisfy any requirement under this Agreement that any agreement, waiver, amendment, notice or other instrument under or pursuant hereto be in writing.

13. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to its rules on conflict of laws.  The parties hereto irrevocably consent and submit to the exclusive jurisdiction of any state or federal court within the County of Los Angeles in the State of California in connection with any action or proceeding to enforce any term of this Agreement.  LBM and Affiliate irrevocably waive any objection that they may have to said venue and any defense of an inconvenient forum to the maintenance of such actions or proceedings.

14. Arbitration.

a. Except as provided for here, any controversy or claim asserted by Affiliate or LBM, arising out of or relating to this Agreement, and the attached Exhibit A, and Affiliate Lead Generation Policy located at https://www.legalbrandmarketing.com/affiliate-lead-generation-policy/, or the breach thereof, shall be resolved by binding arbitration in accordance with the rules, then obtaining, of the American Arbitration Association (Commercial Rules), and judgment upon the award rendered may be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue in Los Angeles County, State of California.

b. Any claim arising from this Agreement or the services offered herewith shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. In the event of any arbitration arising out of or relating to this Agreement, the prevailing party in such action shall be entitled to recover all costs and fees associated therewith including, without limitation, attorneys’ fees.

15. Assignment. Neither party may assign or transfer this Agreement, or any obligation incurred hereunder, without the prior written consent of the other party, except in the case of a merger, sale or acquisition of all or substantially all of its assets.  Any attempt to do so without such consent shall be null and void and of no force and effect.

16. Severability. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

17. Section and Paragraph Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.