SELECTYOURLEAD.COM

TERMS OF SERVICE AGREEMENT

This Agreement, together with your Broker Request, sets forth the Standard Terms and Conditions that apply to your use of the Selectyourlead.com Web Site.

BY VISITING OR USING THE SELECT YOUR LEAD WEB SITE, OR ANY PAGE OF THE SELECTYOURLEAD WEB SITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE, AND THAT SUCH AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND US. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT VISIT OR USE THE SELECTYOURLEAD.COM WEB SITE OR ANY PAGE OF SUCH SITE.

1. DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1. "Agreement" refers to this Terms of Service Agreement AND your Broker Request.

1.2. "Broker Request" shall mean the Broker's contact and billing information entered on the Selectyourlead.com Web Site and Lead requests by such Broker (including the fees for such Leads displayed in search requests).

1.3. "Consumer" shall mean an individual seeking a mortgage loan quote or service whose personally identifiable information is the subject of a Lead.

1.4. "Duplicate Lead" shall mean a Lead that has been received by Broker from us within the previous thirty (30) days containing information about a Consumer identified by the same first and last name, address, email address or phone number.

1.5. "Invalid Lead" shall mean a Lead that meets one of the following invalidation criteria: (i) the Lead does not contain a valid name, one valid contact phone number, a valid address; (ii) the Lead is a Duplicate Lead, (iii) the Lead is for financing raw land, a mobile home or commercial property or (iv), the Lead is for a customer who is subsequently proven be a victim of identity theft.

1.6. "Lead" shall mean a mortgage loan request provided by us to Broker that shall contain information substantially similar to the sample Lead displayed at http://www.Selectyourlead.com/sample.htm.

1.7. "Select Your Lead," "us" "we," and "our" and "ours" refer to D-Media Group, Inc., a Canadian corporation, and any affiliates of D-Media Group, Inc. whose products or services are offered on the Selectyourlead.com Web Site.

1.8. "Selectyourlead.com Web Site" refers to the web site located at www.Selectyourlead.com and related pages, or any linked pages and web sites hosted or sponsored by us.

1.9. "Valid Lead" shall mean a Lead that meets all of the following criteria: (i) the Lead does contains a valid name, one valid contact phone number, a valid address and is not for a customer who is subsequently proven be a victim of identity theft; (ii) the Lead is not a Duplicate Lead, and (iii) the Lead is not for financing raw land, a mobile home or commercial property.

1.10. "You" and "yours," refer to you, a visitor/user to/of the Selectyourlead.com Web Site, as well as anyone you authorize to visit and use the Selectyourlead.com web site on your behalf.

2. PRIVACY POLICY. We are committed to maintaining the privacy and security of any and all information that you provide to us through the Selectyourlead.com Web Site. To that end, we urge you to review the Select Your Lead Privacy Policy, which may be accessed by clicking on the following link: http://selectyourlead.com/privacy.php (the "Privacy Policy"). Please note that privacy policies of our affiliates or third parties may apply to information you provide on the Selectyourlead.com Web Site. In addition, web sites linked to the Selectyourlead.com Web Site may have separate privacy policies.

3. USE AND LIMITATIONS OF THE SELECTYOURLEAD.COM WEB SITE.

3.1. Except where we specify otherwise, we offer you access to the Selectyourlead.com Web Site solely for your personal and non-commercial use. We, along with our service and information providers, own and have copyrights on the Selectyourlead.com Web Site and all of its contents. Your use of and access to the Selectyourlead.com Web Site do not grant you any license or right to use any of our trademarks, logos or service marks. You covenant and agree that you will not use the Selectyourlead.com Web Site, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other web site, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Selectyourlead.com Web Site. This means, among other activities, that you agree not to engage in the practices of "screen scraping," "database scraping," or any other similar activity. You agree that you will not use the Selectyourlead.com Web Site in any manner that could damage, disable, overburden, or impair the Selectyourlead.com Web Site or interfere with any other party's use and enjoyment of the Selectyourlead.com Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Selectyourlead.com Web Site.

3.2. If and when requested by us, you agree to provide true, accurate and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with our prior written permission, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Selectyourlead.com Web Site.

3.3. You agree that we may in our sole discretion and at any time terminate your access to and use of the Selectyourlead.com Web Site, or any part thereof, with or without notice.

3.4. The Selectyourlead.com Web Site contains content and information originated by us, our affiliates or unaffiliated third parties. We make available such content and information through the Selectyourlead.com Web Site as a public service, for the sole purpose of aiding you, the individual Broker. We, therefore, cannot guarantee the accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such information. You are responsible for confirming the sufficiency and reliability of any such information. This means, for example, that all of the information and materials contained in the Selectyourlead.com Web Site are subject to change at any time. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to our final determination and acceptance.

4. E-SIGNATURES AND COMMUNICATIONS. By accessing the Selectyourlead.com Web Site or sending electronic mail to us, you are communicating with us electronically. By doing so, you agree to receive communications from us electronically. We will communicate with you by electronic mail at the email address provided by you or by posting notices on the Selectyourlead.com Web Site or other web site designated by us for such purpose. You consent to receive electronically all agreements, notices, disclosures or other communications from us.

5. USER ELIGIBILITY. Our services are only available to principals and employees of duly organized and licensed mortgage brokers or lenders whose state licenses are in good standing and who meet our eligibility criteria. We, in our sole discretion, reserve the right to determine the eligibility of a Broker to receive Leads. You represent and warrant to us that you meet our Eligibility Criteria. Our "Eligibility Criteria" shall mean the following criteria as applied to a Broker:

5.1. Broker must be licensed and in good standing as a residential mortgage broker in all applicable jurisdictions with all applicable regulatory authorities;

5.2. Broker must not engage in, be known to or have a reputation for engaging in predatory lending practices or other conduct which violates applicable law, regulations, rules of conduct or ethics codes of brokers;

5.3. Broker must not engage in fraud or unfair competition or practices in violation of privacy and/or anti-spam laws;

5.4. Neither Broker nor anyone in Broker's charge engages in, or condones, any prohibited activity(s) or conduct referenced above; and

5.5. Broker is authorized to enter into this Agreement and the performance of Broker's obligations hereunder do not violate any other agreement to which Broker is a party.

6. USER CONDUCT AND BROKER "BEST PRACTICES."

6.1. Your acceptance of this Terms of Service Agreement is your warrant and representation to us that your conduct in performing your obligations under this Agreement will conform to all of the terms set forth herein and all applicable, international and/or federal, state and local laws, rules and regulations including, without limitation, (i) the provisions of our Privacy Policy; (ii) all privacy laws and anti-spam laws (including, but not limited to, the Graham-Leach-Bliley Act, the Do-Not-Call Implementation Act of 2003 and the Telephone Consumer Protection Act of 1991); (iii) laws regarding email marketing (including, but not limited to, the CAN-SPAM act of 2003); (iv) the Real Estate Settlement Procedures Act of 1974 (as amended) and (v) the Fair Credit Reporting Act.

6.2. If, after you contact a Lead, and the consumer requests to be removed from any further contact from you and/or us, you agree to comply with this request for your own records AND you agree to forward that consumer's request to us via e-mail at webmaster@selectyourlead.com within ten (10) business days of your receipt of the request.

6.3. Upon the delivery of Leads, you represent, warrant and agree:

6.3.1. To contact the Consumer in a timely fashion.

6.3.2. To offer your most competitive rates and terms to the Consumer (lowest rates and fees for borrowers and loans of like characteristics) without regard to payments to us under this Agreement.

6.3.3. To not pass through to the Consumer the payments you made to us to obtain the Lead under this Agreement.

6.3.4. To offer your highest level of service to the Consumer.

6.3.5. That you will not use or disclose any of the Consumer information in violation of any applicable state, federal or local law, rule or regulation (including, without limitation, any applicable privacy laws and the Fair Credit Reporting Act).

6.3.6. That you will not use or disclose any of the Consumer information for any other purpose or use (whether by you or any other person or entity associated with you) other than for you to provide the Consumer a direct quote for a loan, including, but not limited to selling, renting, leasing or transferring the information contained in the Lead to any person or entity other than Broker or using the information either yourself or through any of your affiliates or any other person or entity to offer any other products or services or contacting the Consumer for any other reason. If you or anyone affiliated with you breaches any of the provisions in this Section, then (i) you agree to indemnify, defend and hold us harmless for all claims arising out of or related to such breach in accordance with the Section entitled "Indemnification" below and (ii) we may immediately terminate this Agreement without notice or a right to cure.

7. REGISTERING FOR SERVICE - BROKER REQUEST. Registration is only available to Brokers who meet our Eligibility Criteria listed above. You may only register one time for our service. To register, you must complete a Broker Request wherein you provide your business contact information, billing information and initial filter criteria. The Broker Request is a legally binding contract and is part of this Terms of Service Agreement, incorporated herein by this reference as though fully set forth herein. Your user account shall be activated when we have received your fully executed Broker Request and you affirmatively agree to this Terms of Service Agreement.

8. BUYING LEADS.

8.1. You may only purchase Leads once your account has been activated and there are sufficient funds on deposit in your user account to purchase the Leads you choose. A minimum order of $100 is required. All Leads sold by us are non-exclusive and may be sold to multiple brokers according to filtering criteria established by individual brokers and the Lead data itself.

8.2. If you decide to buy Leads, the price for the Leads will be based on our pricing schedule in effect at the time you buy the Leads. The price of such Leads is based on the number of days the Leads have been posted on the Selectyourlead.com Web Site, as determined pursuant to Section 10 below. Such prices shall be posted in the search results displayed on the Selectyourlead.com Web Site. YOUR PURCHASE IS A BINDING CONTRACT subject to the guarantee, return, refund policies and other terms set forth in this Terms of Service Agreement and in your Broker Request. Your account will be immediately debited for the total purchase amount based upon the current market price for the Leads you accept as stated in our pricing schedule in effect at the time you buy the Leads.

9. FUNDING YOUR ACCOUNT.

9.1. We offer three methods by which you may fund your account.

9.1.1. Credit card: If you use a credit card to fund your account, YOU AGREE TO NOT CHARGE BACK YOUR CARD for any reason. If you are dissatisfied with our services or any Lead or Leads you have purchased using your credit card you must follow the return/refund policy and procedures set forth in this Terms of Service Agreement. In the event you breach this term and you charge back your credit card for all or partial amounts within your account, you will be charged an administrative service fee of one hundred ($100) dollars, which you agree to pay in addition to the amount of the Lead purchase fee due for Leads you have received to the date of the chargeback. Your user account balance will not reflect a deposit made until your credit card company has processed your payment into our merchant account. This date may differ from the date you actually authorize your payment.

9.1.2. Check or Draft: If you use a check, including a fax check, you agree to not stop payment on the check for any reason. If you are dissatisfied with our services or any Lead or Leads you have purchased using your check or draft you must follow the return/refund policy and procedures set forth in this Terms of Service Agreement. If your check or draft is not honored by the bank for any reason, you are subject to and will be charged a return check fee equal to three (3) times the face value of the check up to a maximum of one hundred ($100) dollars, which you agree to pay in addition to the check face amount. Your user account balance may not reflect a deposit made into your user account until your check has been deposited into our bank account, processed and has cleared your bank. This date may differ from the date you send your payment or the date we receive your check. ALL CHECKS MUST BE ACCOMPANIED BY A CLEAR COPY OF A VALID DRIVERS LICENSE FOR THE SIGNER OF THE CHECK.

9.1.3. PayPal: If you use PayPal, payments are to be made to our PayPal vendor account at webmaster@directmediagroup.com. YOU AGREE TO NOT REQUEST A CHARGE BACK AGAINST THE CREDIT CARD used to fund the PAYPAL payment for any reason. If you are dissatisfied with our services or any Lead or Leads you have purchased using your credit card you must follow the return/refund policy and procedures set forth in this Terms of Service Agreement. In the event you breach this term and you charge back your credit card for all or partial amounts within your account, you will be charged an administrative service fee of one hundred ($100) dollars, which you agree to pay in addition to the amount of the Lead purchase fee due for Leads you have received to the date of the chargeback. Your user account balance will not reflect a deposit made until PayPal has processed your payment into our PayPal account. This date may differ from the date you actually authorize your payment.

In any of the above circumstances, you also agree to pay any collection costs and reasonable attorney fees and court costs should collection action be initiated.

10. LEAD DELIVERY.

10.1. For Brokers that we determine meet our Eligibility Criteria, Leads shall be provided pursuant to the parameters defined in your initial Broker Request and according to the filtering criteria you may from time-to-time select. Leads may be retrieved by Brokers by logging into their account located on the Selectyourlead.com Web Site. Specific contact information for the Consumers described in the Lead descriptions will be provided only upon payment for the same. We shall have no responsibility for any service or server outages or failure of Broker's Internet access.

10.2. We define a "day" as follows: Each 24 hour period beginning at 12:01 A.M. Eastern Standard Time on a day through 12:00 midnight that day shall be considered one day.

10.3. When a Lead is posted to the Selectyourlead.com Web Site, it is given a "0" days old designation. The Selectyourlead.com Web Site will track how many days each Lead has been posted on the site.

11. LEAD CONTENT AND GUARANTEE.

11.1. We guarantee each Lead to be a Valid Lead as defined in the "Definitions" section of this Agreement. We will credit to your account the amount you paid for any Lead that is subsequently shown to be an Invalid Lead as defined in prior sections of this Agreement according to our standard Lead dispute and refund policy set forth in this Agreement.

11.2. Data provided within a Lead is inputted solely by third party Lead providers and not us or anyone affiliated with us. Consumers do not submit their contact information directly to us. We do not guarantee the age of the data contained in a Lead, the age of the consumer's Opt-In request or with whom they originally submitted their Opt-in contact information or that the consumer, when contacted, will remember submitting their contact information on an Opt-in request. We do not guarantee that their email address is correct or that their stated home value, requested loan amount, credit quality, or interest rate is exactly correct as these are estimates entered by the consumer when completing the application. How you approach and handle each Lead is up to you and not under our control. As such, WE DO NOT GUARANTEE YOUR RESULTS OR THAT YOU WILL CLOSE ANY LOANS WITH OUR LEADS. Since our Leads are non-exclusive, the Consumer may have started a loan process with another broker or loan officer, so this is not a valid reason for a dispute, refund or credit. Similarly, Consumers often will change their mind after they submit a request for contact and thus not be willing to apply for a loan with you, so this is not a valid reason for a dispute, refund or credit. We recommend contacting the customer as soon as you get the Lead so you can be the first to earn their business.

11.3. We reserve the right to change or adjust this policy without prior notice to you. You are therefore encouraged to review this Terms of Service Agreement periodically.

12. LEAD RETURN POLICY.

12.1. Refunds (credited to your account) shall be provided for Invalid Leads, however refunds shall not be provided for Leads where Consumers have elected not to use Broker's services. You hereby agree to notify us by going to the "View Leads" section after logging into your account at Selectyourlead.com and clicking on "View Leads and insert the Lead identification number and reason for returning the Lead. This must be done within three (3) days of the Lead's delivery to Broker.

12.2. We reserve the right to monitor your disputes and returns to determine their validity. We reserve the right to verify that your dispute is rational and in our sole discretion, determine if your dispute is valid. In the event your dispute is determined to be without merit, the charge for the Valid Lead will stand against your account and no credit will be issued. You will be notified via your account report of our actions to accept or deny your dispute within ten (10) working days of receipt of your dispute.

12.3. We reserve the right to change or adjust this policy without prior notice to you. You are therefore encouraged to review this Terms of Service Agreement periodically.

13. REFUND/CREDIT POLICY.

13.1. ALL REFUNDS ARE SUBJECT TO THE LEAD DATA QUALITY GUARANTEES AND RETURN POLICY STATED IN PREVIOUS SECTIONS OF THIS AGREEMENT. NO REFUNDS OR CREDITS WILL BE PROCESSED OR ISSUED BASED UPON AN E-MAIL REQUEST OR VOICE TELEPHONE MESSAGE. NO EXCEPTIONS.

13.2. Credits are offered ONLY in 3 circumstances:

13.2.1. A credit to your account will be given if your account was charged for a delivery of a Lead and through no fault of yours, we cannot deliver that Lead as promised herein.

13.2.2. A credit to your account will be given if you were over-billed due to a technical error.

13.2.3. A credit to your account will be given in accordance with the terms of this Agreement for Invalid Leads.

Please allow up to fourteen (14) business days to process refunds once we have received your written request.

14. CONFIDENTIAL INFORMATION. The data form provided to you by us is proprietary to us and thus provided to you in confidence and for your individual business use only under this contract. YOU AGREE TO KEEP ALL LEAD DATA CONFIDENTIAL. You agree to use the Lead data provided only for the business purpose contemplated under this Agreement. The terms of this section shall survive the termination of your relationship with us.

15. USER'S RESPONSIBILITIES. You agree that you will not use Leads for any unauthorized use including but not limited to chain letters, junk mail, "spamming", telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be included in such a process. You further agree not to use Leads to send any messages or materials that are unlawful, considered an act(s) against public policy, discrimination of any kind, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. We reserve the right to terminate your account immediately and without notice, if we become aware and determine, in our sole discretion, that you are violating any of the foregoing guidelines.

16. ACCOUNT AND PASSWORD. You will be provided a confidential account ID number by us and be allowed to choose your own confidential password. YOU ARE THE ONLY ONE AUTHORIZED BY US TO USE YOUR ACCOUNT ID AND PASSWORD. You are solely responsible for maintaining the confidentiality of your account ID and password. You are solely responsible for all uses of your account, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account. Unless otherwise agreed to in writing, you will not be entitled to a return credit or refund for Lead(s) purchased through your account prior to you notifying us of an unauthorized use.

17. LINKS. Some Links on the Selectyourlead.com Web Site may let you leave the Selectyourlead.com Web Site. You understand the linked sites are not under our control and we are not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates of such sites. We are not responsible for web casting or any other form of transmission received from any linked site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply our endorsement of the linked site or any association with its operators.

18. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

19. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY.

19.1. OUR SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT OUR SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US, OUR EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY OF ANY KIND; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

19.2. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WE, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE OUR SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE SELECTYOURLEAD.COM WEB SITE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT WE ARE GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM US AND OUR AFFILIATES.

19.3. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

20. LIMITATION OF LIABILITY.

20.1. IN THE EVENT THAT EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NON-BREACHING PARTY SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY; PROVIDED, HOWEVER, SUBJECT TO THE DAMAGE AMOUNT LIMITATION SET FORTH BELOW, THE LIABILITY OF THE BREACHING PARTY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE EXPRESSLY WAIVED. IN NO EVENT SHALL EITHER PARTY INCLUDING US, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. LIABILITY OF US, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWO (2) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

20.2. NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER SUCH CAUSE OF ACTION OCCURS.

20.3. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

21. FORCE MAJEURE. Neither party shall be liable in any way for its failure to perform hereunder, other than its failure to pay any monies due and owing hereunder, if such failure is occasioned by any of the following: war; fire; flood; interruption of transportation; embargo; accident; explosion; governmental orders, regulations, restrictions, priorities or rationing; strike, lockout or other labor problems; or any cause beyond the reasonable control of the non-performing party; provided, however, that the non-performing party shall make a good faith effort to perform.

22. COPYRIGHT AND TRADEMARKS. All contents of the Selectyourlead.com Web Site are proprietary to D-Media Group Inc., its successors and assigns, and/or its suppliers and are protected under U.S.A. and international Copyright and Trademark laws. All rights are reserved. You may not download and/or save a copy of any of the screens except as otherwise provided in this Agreement; you may, however, print a copy of the information on this web site for your personal records to be used as a reference. We do not grant any license or other authorization to any user of our trademarks, service marks, copyrightable material or other intellectual property by placing them on the Selectyourlead.com Web Site. We reserve any rights not expressly granted herein. The terms of this section shall survive the termination of your relationship with us.

23. TERM OF AGREEMENT AND TERMINATION. This Agreement shall remain in force and effect as long as you hold an account with us. This Agreement is automatically renewed each time you access the Selectyourlead.com Web Site and/or log-in to your account and/or use our services. This Agreement may be terminated at any time by either party.

24. GOVERNING LAW. Minnesota law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction's laws and without regard to conflicts of law principles. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and cost and expenses incurred, subject to the Limitation of Liabilities clause. The parties consent to the exclusive jurisdiction and venue of the courts of the State of Minnesota or to any Federal Court located within the State of Minnesota.

25. INTERPRETATION AND CONSTRUCTION. No provision of this Agreement shall be construed in favor of or against us or you by reason of the extent to which any such party or its counsel participated in the drafting thereof. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental. In the event of any conflict between the terms of this Agreement and the Broker Request, the terms of this Agreement shall control.

26. ARBITRATION.

26.1. Any dispute or claim arising hereunder shall be submitted to binding arbitration in the State of Minnesota, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, ("AAA"), and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere. Any such dispute 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 parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statues of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least five (5) years experience in the substantive area of this Agreement; (iii) all proceedings involving the parties shall be reported by a certified shorthand reporter and written transcripts of any such proceedings shall be prepared and made available to the parties; (iv) the decision of the arbitrator or arbitrators must be made within ninety (90) days from the date the arbitration proceedings are initiated; (v) costs and fees of the arbitrator shall be borne by the non-prevailing party, unless the arbitrator or arbitrators determine otherwise; (viii) the award or decision of the arbitrator, which may include equitable relief, and reasonable attorneys fees and costs to the prevailing party, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter.

26.2. Should either party file an action contrary to this provision, the other party may recover reasonable attorneys' fees and costs of not less than one thousand ($1000) dollars and not more than the actual reasonable attorneys fees and costs incurred in defending such an action and subject to written verification, proof and approval by a court of competent jurisdiction with whom the action in question was heard.

27. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

28. SURVIVABILITY. Certain terms of this Agreement shall survive any cancellation, termination, or rescission, namely confidentiality/non-disclosure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

29. INDEMNIFICATION. You agree to defend, indemnify and hold us harmless against any and all claims, losses, liability costs and expenses (including but not limited to reasonable attorneys' fees) arising from your violation of this Terms of Service Agreement or any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with us.

30. HEADINGS. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such action.

31. ASSIGNMENT. You may not sell, mortgage, assign or otherwise transfer any of your rights or obligations under this Agreement to any other person or entity, without our prior express written consent.

32. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty independent of those expressly set forth in this Agreement. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental. .

33. MODIFICATION OF TERMS. We reserve the right to modify this Terms of Service Agreement and our policies at any time and without advance notice to you, effective upon making the modified provisions available on the Selectyourlead.com Web Site. You are responsible for regularly reviewing these documents. Continued use of the Selectyourlead.com Web Site after any such changes shall constitute your consent to such changes. We do not and will not assume any obligation to notify you of any changes to this Terms of Service Agreement.

34. INDEPENDENT COUNSEL. You're establishing of an account and/or your use of the Selectyourlead.com Web Site is evidence that you have read and understand this Terms of Service Agreement and that you have had the opportunity to consult with independent counsel of your choice prior to establishing your account and utilizing the services contemplated by this Agreement.

Last updated January 1, 2005