Debt Resources, LLC
Advertising Campaign Terms & Conditions

1. Definitions:

1.1 “Campaign” means particular Affiliate promotion, offer, product, or service for which the User is submitting their information and for which Debt Resources is acquiring Leads.

1.2 “User” means the individual consumer, prospect, or customer who has expressed an interest or may be interested in the products or services marketed in a particular Campaign.

1.3 “Lead” means the information, sales, registration, or data, submitted by a User located in the United States for a particular Affiliate campaign.

1.4 “Lead Cap” means the maximum number of good Leads that Debt Resources has agreed to pay for during a given Campaign.

1.5 “Company” means the Company or entity entering into this agreement and that is supplying the Affiliate service or list for a particular Campaign.

1.6 “Affiliate Company” also known as an affiliate, publisher, lead source, vendor, Affiliate list owner, list manager.

1.7 “Rejected Leads” means Leads that are duplicate, that include invalid or bogus contact information, missing required fields, or improperly formatted data. Any leads that are not accepted by Debt Resources’s clients are also considered rejected leads.

1.8 “Duplicate” means a lead whose phone number, address or Affiliate address is identical to that of another lead that was previously received by Debt Resources’s client or is already present in Debt Resources’s client’s database.

1.9 “Advertising Materials” means all of the creative materials including images, landing pages, headlines, email creative, subject lines, FROM lines, graphics, text, copy, links, etc. that will be displayed to the User.

Definitions Specific to an Online Campaign:

1.10 “Bad Data” or “Bad Leads” means Leads that include invalid contact info (inaccurate contact information, disconnected numbers, bounced email addresses, etc.), missing required fields, improperly formatted data, duplicate Leads, Leads that have misrepresented themselves on the form (for example, indicating they are a different age than they actually are), and Leads that deny having submitting their information after being contacted within 24 hours of allegedly submitting their information, among other types of Leads that Debt Resources scrubs and determines in its sole discretion to be “Bad Leads.”

1.11 “Opt-In” means a type of Lead where the User gives explicit permission to be contacted by Debt Resources for a Campaign. The User must either enter their information or pro-actively check a box on a web-form to submit their information for a Campaign.

1.12 “Lead Delivery” means the method that Leads are physically transferred to Debt Resources for a particular Campaign. Examples include HTTP and Email.

2. Debt Resources Materials:

Debt Resources shall provide the Company with all the Advertising Material necessary to promote the Campaign set forth under the Insertion Order (“IO”). Company must first gain approval from Debt Resources for any changes or modifications to Advertising Material prior to delivery. Prior to delivery, Company must deliver a final version/copy of the Affiliate creative to Debt Resources for final approval – any campaign which is launched or sent without final approval from Debt Resources will be considered void. Debt Resources may refuse to accept any Advertising Material with or without cause.

3. Creative Guidelines:

All custom and modified creative must be approved by Debt Resources prior to launching and must abide by the terms of this Agreement. If Company and/or Affiliate Company are found not abiding with this Agreement, Company and/or Affiliate Company may forfeit revenue from leads generated by such means. Any modifications to text ads must be approved by Debt Resources. A Debt Resources authorized contact should be notified in writing before the Company or Affiliate Company changes the placement and/or use of a creative campaign.

4. Campaign Restrictions:

The Company and/or Affiliate Company absolutely may not use any of the following in connection with any Advertising Materials:

a. No use of political or celebrity images in creative;
b. No mention or use of the word “stimulus”;
c. No mention or use of the word “Obama”;
d. No mention or use of the word “grant”;
e. No mention or use of the words “free money” or wording that would insinuate or lead the viewer to believe they are going to receive money without being qualified;
f. No promising users will receive a lower interest rate, loan terms, or reduced debt amount.
g. No use of incentivized search (unless expressly permitted by Debt Resources), social, freebie traffic, or other artificial traffic; traffic outside of US traffic. All traffic to advertiser’s offers must be US based traffic.
h. No display of promotional materials, products, or services in relation to the Campaign;
i. No hidden up-sells; and
j. No use of an iframe in connection with the display of email creative unless expressly permitted by Debt Resources.

5. Distribution Guidelines:

Debt Resources reserves the right to limit or cancel the distribution of its Campaign with any particular lead provider or site or type of lead provider. Company agrees not to promote or advertise any campaigns on sites or pages promoting alcohol, tobacco, pornography or adult materials or sites. Company represents that it, all Affiliate Companies, and lead sources have agreed to abide by all applicable laws and to only supply Opt-In Leads. The Company may not use or resell any leads generated by a Campaign. The Company further agrees to pass all sub-ids and to provide unsubscribe links and suppression lists in connection with any email campaigns.

6. Company Privacy Policies:

Prior to the start of any Campaign, Company will send Debt Resources a master copy of the Privacy Policy used in all lead generation/co-registration promotions for the offer data of interest. Company will then be required to notify a Debt Resources representative of any changes to any Privacy Policy. If Company does not notify Debt Resources of any new changes to its Privacy Policy the most recent copy provided to Debt Resources will be deemed the only valid source of reference in the case of future consumer complaints or acquisitions regardless of when a Lead was generated. The Company represents and warrants to Debt Resources that all Privacy Policies covering a Campaign expressly permit the Company to share or sell Leads containing personally identifiable information to Debt Resources.

7. Payment Terms:

Reports for final billable numbers for a given month during a Campaign will be sent to the Company between the 1st and 5th of the calendar month following the billing period (unless the 5th falls on a weekend or a holiday, in which case the report will be sent the following day or Monday). The reports will detail the numbers of acceptable Leads and Bad Leads for the applicable billing period, however only acceptable leads will be included in the final monthly billable numbers. The Company will not bill Debt Resources for, and Debt Resources will not be responsible to pay for, any good Leads provided by the Company in excess of the applicable Lead Cap. Additionally, Debt Resources will not be billed for Bad Leads which will be excluded from any invoice. The Company will then invoice Debt Resources for the number of accepted Leads reported to the Company by mailing a paper invoice to Debt Resources and EMAILING AN ELECTRONIC COPY TO INSURE PROMPT PAYMENT. Debt Resources will make payment to the Company within thirty (30) days of receipt of invoice.

8. Warranties:

Both parties represent and warrant that (a) it has the full corporate right, power and authority to enter into this Agreement and fulfill its obligations hereunder; to enter into and fully perform this Agreement; (b) the execution of this Agreement and performance of its obligations and duties hereunder does not conflict with any agreement to which either party is a party or by which it is otherwise bound or any applicable governmental law or regulation to which it is subject; (c) it is the owner of, or is licensed or otherwise authorized to use content provided for use by such party, including, but not limited to: (i) names and pictures of persons; (ii) copyrighted materials, trademarks, service marks, or depictions of trademarked goods or service marked services or other intellectual property of any kind; and (iii) testimonials or endorsements. The Company further represents and warrants that it will abide by the CAN-SPAM Act of 2003 and all other consumer protection and other applicable laws, rules, and regulations at all times during a given Campaign.

9. Debt Resources Rights:

Debt Resources reserves the right to contact a Lead by any method it chooses (including Affiliate, mail, phone, SMS messaging, etc.) as long as it is in compliance with all applicable laws. Although Debt Resources shall have no obligation to pay the Company for Bad Leads, Debt Resources shall own all Bad Leads and may attempt to contact such Bad Leads.

10. Interference with referrals.

No Web site publisher or software download technology provider may interfere with or seek to improperly influence the referral of an end-user to Debt Resources’s Web sites unless the end-user knowingly and explicitly consents to that behavior by taking an affirmative action.

11. Notification of Redirection.

Publishers must explicitly notify the end-user of any redirection performed by a software download technology to a participating Debt Resources site. The publisher must also disclose to Debt Resources the URLs and/or keywords which trigger auto notification and/or redirection and receive consent for such activities. The implementation of software application functionality requires that:

• The notification be easily understood by the average end-user
• Any settings for automatic notification and/or redirection must be explicitly opt-in
• Instructions on how to uninstall/deactivate must be provided
• Such software must not be objectionable to the advertiser

12. Non End-User Initiated Events.

Publishers may not use methods to generate non end-user initiated impressions, clicks, or transactions. All events must be initiated by an affirmative end-user action. Consent and acceptance of an end-user License Agreement that includes a disclosure that the software will perform click events on the end-user’s behalf for the benefit of both the end-user and the publisher who owns the software, is considered an affirmative end-user action.

13. Use of Trademarks, Service Marks, Copyrights, Brand Names, etc.

Publishers may not use Debt Resources’s sites’ trademarks, service marks, branded terms, URL, etc, in any promotional method, unless Debt Resources has been notified and given specific permission for publishers to do so.

14. Incenting Users.

Publishers must not use incentives to drive traffic or leads to Debt Resources’s offer pages. If incentives are required for Publisher to drive traffic, publisher may request special permission from Debt Resources and Debt Resources must confirm in writing or email that incentives are allowed.

15. Use of Tracking Technology.

Publishers are given links and tracking codes that are specific to their publisher account(s) within the Debt Resources affiliate network. Publishers must notify the Debt Resources affiliate network if they have the desire to modify those links. Modifications, if allowed, must also be transparent and fully disclosed to Debt Resources.

16. E-mail Marketing.

Publishers who promote advertisers via e-mail must adhere to all applicable legislation and regulations governing e-mail marketing (CAN-SPAM 2003) in the jurisdictions that the publisher targets. E-mails must:

• Contain accurate sender information, FROM lines, subject lines
• Include functioning Internet based unsubscribe and opt-out URL or mechanism.
• Include advertiser’s and publisher’s postal address
• Not be false or misleading
• Publishers should promptly remove end-users who opt-out as required by law.
• Publishers must scrub sending lists against advertiser’s suppression lists before sending mail.

17. The Use of Non-Publisher Owned Web Properties/Sites/Pages to Promote Advertiser’s sites.

Publishers may only promote Debt Resources’s sites on Web pages/sites/properties that they, themselves, own or operate. Publishers may not place affiliate links/tracking code, nor promote Web sites that contain affiliate links/tracking code, in or on third-party: blog comment areas, classified advertisement services (such as CraigsList.org), forums, message boards, etc., unless given explicit permission from Debt Resources to do so.

18. Transparency/Disclosure.

Publishers must disclose business models and/or promotional methods utilized to drive traffic to participating advertisers. If applicable, disclosure must include a publisher’s participation either as a member or super of sub affiliate networks. In the case of super affiliates, disclosure must include policies and procedures in regards to sub affiliate acceptance and subsequent monitoring to ensure compliance with both the Terms & Conditions and the service provider’s terms and agreements.

19. License Under Intellectual Property:

During the term of this Agreement, Debt Resources hereby grants to Company a non-exclusive, non-transferable, limited license to use all of Debt Resources’s trademarks, service marks, copyrights, and trade names solely to the extent that such licensed intellectual property is required to run a Campaign. Nothing in this Agreement shall transfer ownership of any intellectual property to the Company, nor grant any right or license other than the limited license stated above. Such License shall terminate immediately upon termination of this Agreement for any reason.

20. User Complaint Handling:

In the event that Debt Resources receives a complaint from a particular User or agency regarding a Lead that was received from the Company under this Agreement, Debt Resources may request additional information from the Company. The Company agrees to provide additional supporting information verifying that the Lead did Opt-In to a Debt Resources campaign. The Company also agrees to supply, within 48 hours of receiving the request, the name, contact information, IP address, timestamp, and source URL where the User Opted-In for the Campaign. The Company understands that they will be liable and financially responsible for all accusations and litigation from any User or agency if the Company fails to meet these requirements.

21. Term and Termination:

The term of the Agreement will be for a period of one year. The term will automatically renew at the end of each one year period thereafter unless terminated by either party upon thirty (30) days notice prior to the end of the then current term. Notwithstanding the foregoing, Debt Resources may terminate this Agreement and any Campaign upon forty-eight (48) hours written notice to the Company. Additionally, either party may terminate this Agreement or a Campaign immediately in the event of a material breach of this Agreement by the other party by providing written notice of such termination to the breaching party. Debt Resources shall have no obligation to compensate the Company for any clicks or leads generated after the termination date. After the start of a Campaign, any 30-day period with no activity (generation of Leads or clicks) will automatically terminate this Agreement without need of notice to the other party.

22. Reporting:

All final reporting numbers will be based on Debt Resources’s numbers. Final reporting numbers will reflect the gross Lead amounts, Bad Lead amounts, and net Lead amounts generated in the given month.

23. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to principles of conflicts of laws. The parties agree that the exclusive jurisdiction in which to resolve any dispute related to this Agreement shall be in the State of Utah or the home state where the defendant’s principal place of business is located.

24. Indemnity:

The Company shall and does hereby agree to defend, indemnify and hold Debt Resources harmless for, from and against any and all claims, demands, actions, liabilities, judgments, losses and expenses (including attorneys’ fees, witness fees and court costs) incurred by Debt Resources arising during or after the term of this Agreement as a result of the Company’s or any Affiliate Company’s (i) failure to observe their respective Privacy Policies, (ii) breach of this Agreement, (iii) taking any misleading actions to generate Leads during a Campaign, or (iv) violating any federal, state or local law, rule, or regulation in connection with a Campaign.

25. Entire Agreement:

This Agreement constitutes the entire agreement of the parties with respect to the subject matter thereof and supersedes and replaces all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.

26. Relationship of Parties:

Both parties are independent contractors under this Agreement. Nothing contained in this Agreement is intended nor is to be construed so as to constitute Debt Resources and the Company as partners, agents or joint venturers with respect to this Agreement.

27. Amendment; Waiver:

No modification of the Agreement or any IO shall be binding unless in writing and signed by both parties or emailed and acknowledged by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. No waiver by Debt Resources of any term, provision or condition contained in this Agreement shall be deemed to constitute a waiver of the same or any other term, provision or condition with regard to subsequent events circumstances.

28. Notices:

Notices under this Agreement shall be in writing and shall be delivered by post, courier, or email to a business postal address, Affiliate address, or facsimile. In all cases future notices and amendments must be signed, returned, or replied to by the receiving party to be deemed valid.