This Agreement ("Agreement") is made between ITSOL Inc., which owns and operates www.LeadsClearance.com Web Site (“Site”), and person or entity who wishes to receive internet leads from the Site. (“Buyer”). Buyer agrees to the following Terms of Use and conditions (“Terms”), which collectively comprise the entire Agreement between the Buyer and Seller. By registering an online account and using the Site, Buyer acknowledges his/her acceptance of this Agreement.
Buyer acknowledges that these Terms of Use may be revised from time to time by Seller, without obligation on Seller's part to notify Buyer about the changes, though the effort to do so shall be made. It is Buyer's responsibility to review the Agreement from time to time. Continued use of the Site's services will serve as acceptance of the Agreement and any changes hereto.

1.1 Leads
Prospective costumers have provided information, for the purpose of obtaining insurance quotes, ("Lead") in response to advertising on major search engines and other national internet marketing campaigns conducted by various marketing partners and associate websites ("Partners"). Their unsold inventory of Leads is posted in real time on our Site for liquidation. Buyers shall have free access to Leads posted on Site for viewing and purchasing goals. Buyer shall have the ability to browse listing of Leads, containing key information on all available leads and view the detailed information containing all rates relevant data, free of charge. Should a Buyer decided to purchase leads, by placing them to Shopping Cart (Cart), and provided billing information, with intent to pay for the leads, Buyer acknowledged his/her commitment to abide by the Terms of Use as set forth in the body of this Agreement, nonwithstanding anything to the contrary and superseding any other Agreements and understandings, written or otherwise. Leads are sold on "exclusive" or "shared" basis, subject to availability. Shared leads can be sold to a maximum of three Buyers. Purchased Leads shall instantly display all available contact information and be available to Buyer for viewing and/or email delivery. Seller agreed to send purchased Leads to the Buyer via email, or store in Buyer's on Leads History file. Buyer agreed to respond to every Lead with the quote or additional information request, if needed, within two (2) business days of receipt. Buyer agreed to be bound by the same Privacy Policy as is shown on our Web Site.

1.2. Pricing
The pricing is displayed next to each lead on the index page and be may modified from time to time. We adjust the price of any given lead based on a combination of factors, such as age of the lead, the location, demand, and with some leads whether or not the lead is sold "shared" or "exclusive" . The maximum age of the leads is sold depends on the type of leads. The P&C lines are usually up to one week old, while other lines may be up to 15 days old and the pricing automatically depreciates with each day passing.

1.3 Credit Policy

We will credit Leads with following criteria:

• Leads with invalid contact information (i.e. phone number and bounced email, fictitious person)
• The prospect never meant to buy the product offered by the Buyer (wrong product, agent testing, student practicing)
• Duplicate Lead, previously purchased on this Site, (should be in your "History" file to to request Credit)
• Information provided is not supported by facts (acceptable verification required to request such credit)

We will NOT replace or credit leads with following criteria:

• Same leads purchased from other site/s
• Underwriting mismatch
• Prospect is not responding to calls or emails
• Already bought insurance, no longer interested

Credit may be requested within 7 days of lead purchase by selecting the Lead from Buyer's "History" file and selecting the applicable reason. Seller shall credit the qualified leads within 48 hours. Credits are subject to re-adjustment based on results of verification efforts.

1.4 Engagement Policy
No deposits, prepayments, or minimum purchases are required to engage this Site. Account registration requires very limited information, we not require name of the Agency, nor main carrier. Buyer is not obligated to make any purchases. Browsing the Site and viewing Leads does not obligate the visitor to any purchases. Billing information provided constitutes Agreement to purchase selected Leads and authorizes Seller to cone time charge on the billing instrument provided for the amount indicated in the total sum for the Leads placed by the Buyer into the shopping cart.

1.5. Priority
Leads are sold on the first come, first served basis at point of payment in the "Check-out" phase. Should the selected Leads placed in the shopping Cart are not available, (previously sold Exclusive, or three times as Shared,) the Buyer shall be so notified at the Check-out and the total amount due be adjusted accordingly.

1.6 Carrier Exclusivity
No carrier exclusivity is offered on the Site. We do not require information on the main carrier and therefore are unable to offer exclusivity to agents representing same carriers on exclusive (captive) basis.

1.7 Use of Leads
Buyer agreed to use Leads only for the expressed purposes of providing quotes for insurance requested by the Prospect, and not for any other purpose, including, but not limited to offering any other products or services not related to the Prospect request for insurance quotation, without obtaining written opt-in consent from the Prospect. Buyer agreed not to refer, re-sell, or otherwise, distribute Leads, or any information within the Leads to any third party, without Seller's expressed written permission. Buyer agreed not to use Leads in unlawful, threatening, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent way. Any violation of the above Section shall constitute a material breach of this Agreement. In the event of such material breach Seller shall have the right to terminate this Agreement immediately and to withhold all unused funds held by Seller in Buyer's account.

2. Account Funding

2.1 Payments and Authorization
By posting Buyer's billing information on the Web Site, Buyer authorizes Seller to charge the approved amount shown in the shopping Cart at the point of Check-out. Seller reserves the right, at his discretion, to modify the amount to adjust for credits and verification related adjustments. Buyer shall provide complete and accurate information requested on the Billing Information screen and indicate agreement with all appropriate statements. Seller accepts all major cards or checking account to fund the initial deposit and subsequent charges, unless other arrangement was approved in writing. Should the Buyer receive email from the Seller advising Buyer that the payment processing has failed, or information provided is incomplete or inaccurate, Buyer agreed to immediately cure the problem.

2.3. Authorizations
The payment authorization will be accepted online to effect an immediate delivery of purchased Leads. By providing billing information Buyer authorizes Seller to charge the approved amount shown in the shopping Cart at the point of Check-out. Buyer agrees to return by fax as soon as possible a copy of written payment authorization, if so requested by Seller, signed by the authorized account holder. Should the Buyer dispute or object to any charges processed by Seller, the Buyer should raise the issue with Seller within 48 hours of the time Buyer knew, or should have known, that the issue existed. Buyer must provide Seller with accurate and complete billing information reflecting objected charges along with a written explanation of the objections. Should the Buyer wishes to hold charges upon receipt of the recharge notification email, Buyer shall request in writing, via email, and call the office with such a request during regular business hours. Seller is not responsible for any recharges that may take place after a request by Buyer not to recharge, if such a recharge took place due to leads received before the Seller have had a chance to process the Buyer's request to hold charges, which shall be at least 24 hours during weekdays.

2.4 Reporting
Seller agreed to maintain online reporting of account activities, including interactive leads and payments activities report. No billing statements or invoice shall be generated and mailed automatically, unless specifically requested by Buyer.

3. Proprietary Rights
Any and all content, code, data or materials of the Site used by you does not grant to you ownership on the Site and is owned by the Site Proprietor, ITSol Inc., which owns solely and exclusively, including but limited to, all rights, title interest, graphics, data, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to all intellectual property and proprietary rights therein. Your rights are limited to viewing the content on the Site on your internet-compatible device and make single copies or prints of the content on the User Information displayed for your use it for solely for the purpose it was sent to you, and not for other commercial use. To use copy, reproduce, distribute or exploit any content, code, data or materials on the Site otherwise, may be in violation of copyright and other laws of the United States , as well as applicable state laws for such unauthorized use. Our trade name, trademarks, service marks and logo are copyright protected and are not to be used, copied or reproduced by anyone without the expressed and signed written agreement. Any third party's marks, logos etc., which may appear on the Site are the property of their respective owners and can not be used without their written consent.

4. Hold Harmless
Buyer agreed to defend, indemnify and hold the Site Proprietor, ITSol Inc., and its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your misuse of the Site, your placement or transmission of any message, content, information, software or other materials through the Site, or your breach or violation of the law or of these Terms and Conditions.

5. Account and Password
When Buyer established an account on the Site the Buyer created a password and a user name. Buyer is responsible for all and any activity on his/her account and password strict confidentiality. Buyer shall immediately notify us of any unauthorized use of password or account and be sure to logout from account at the end of each login. It is Buyer's responsibility to control access to and use of account and safekeeping of password and dissemination to other providers who way access under Buyer's account name and password. Seller will not be responsible or liable for any loss or damage arising from Buyer's failure to comply with this provision.

6. DISCLAIMER OF WARRANTIES
SELLER HEREBY DISCLAIMS ANY WARRANTIES THAT, MAY EXPRESS OR IMPLY THAT THE SITE OR THE SERVICES, OR FUNCTIONS, CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE. WHILE SELLER WILL ATTEMPT TO CORRECT ANY ERRORS OR DEFECTS OF .THE SITE IN A TIMELY MANNER, SELLER MAKE NO GUARANTY OF NON INTERRUPTION, DELIVERY OF EMAIL, OR ACCESS TO THE SITE AT ALL TIMES WITHOUT ERRORS. ALL SERVICES ON THIS SITE ARE PROVIDED "AS IS," AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ACCESS TO DATA, DATA PROCESSING FUNCTIONS, OR ACCURACY, USEFULNESS OF CONTENT, OR LOSS OF INFORMATION. BUYER IS RESPONSIBLE FOR MAINTAINING ALL USER SUBMITTED INFORMATION AND SHOULD RETAIN ALL SUCH DATA AND INFORMATION IN HIS/HER OWN RECORDS FOR USE IN THE EVENT THAT THE SITE FAILS OR ACCESS IS UNAVAILABLE, THE DATA OR INFORMATION IS CORRUPTED OR LOST. WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED HEREBY. IF ANY TERM OR STATEMENT FOUND HEREIN MAKE YOU RELUCTANT OR DISSATISFIED WITH THE USE OF THE SITE, WE RECOMMEND TO EXIT AND TO DISCONTINUE USING THE SITE. WE DISCLAIM ANY AND ALL LIABILITY IN THE EVENT THE SITE PROPRIETOR/S OR ANY OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR PROVIDERS OF CONTENT OR A SERVICE ARE VIEWED LIABLE FOR ANY DIRECT, INDIRECT, CONTRIBUTIVE, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO USE OF, OR THE INABILITY TO USE THE SITE'S, OR ITS CONTENT, MATERIALS, FUNCTIONS OR APPLICATIONS, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED OR PERCEIVED PROFITS OR LOST BUSINESS OR LOST SALES.

7. Termination of services
We reserve the right to terminate any business relationship at any time by any reason.

8. Laws
The Agreement and the relationship between Seller and Buyer shall be governed by the laws of the State of California without regard to any conflict of legal provisions. Buyer agreed that any use of action that may arise under the Agreement shall be commenced and be heard in the appropriate court in the State of California and submit to the personal and exclusive jurisdiction of the courts located within the State of California . Seller's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to consider the parties' intentions as hereby reflected in the provision of the Agreement, and other unaffected provisions to remain in full force and effect. Buyer agreed that regardless of any statute or law to the contrary, any claim or cause of action by Buyer arising out of or related to use of the Site or the Agreement must be filed by Buyer within one (1) year after such claim or cause of action arose or be barred forever.