Lead Purchase - Terms and Conditions

These Lead Purchase - Terms and Conditions (the "Terms"), together with the terms of the applicable insertion order (the "IO"), constitute a legally binding and enforceable purchase agreement (the "Agreement") by and between: (1) the entity agreeing to these Terms by virtue of having accepted the applicable IO through the signature (either manual or electronic) and/or acceptance by an authorized representative (the "Customer"); and (2) LendingArch Financial Inc. a corporation incorporated pursuant to the Laws of Alberta (the "Company"). These Terms, together with the applicable IO, shall collectively constitute a legal and binding purchase agreement between the parties.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

General Structure

The Customer desires to acquire Leads, as subsequently defined, from the Company for purposes of expanding the Customer's network and in order to market the Customer's goods, services or financing assistance. The Company will introduce Applicants, as subsequently defined, to the Customer for the purpose of the Applicant purchasing goods, services or financing from or through the Customer.

Definitions

In this Agreement the following capitalized terms shall have the meanings ascribed below:

"Applicant" means any applicant, that completes the borrower flow or other questionnaire on the online platform operated by the Company or one of the Company's subsidiaries, partner, or affiliate sites and submits that information set to the Company and which the Company has subsequently sent to the Customer, in the name or names instructed by the Customer;
"Applicant Information" has the meaning ascribed thereto in Section 9;
"Business" means the sale of leads including, but not limited to, auto loan leads to auto dealerships and auto loan providers;
"Confidential Information" means information that is treated as confidential and proprietary by the Company or the Customer, as applicable, including, without limitation, consumers' or other individual's personal information, information pertaining to third parties, affiliates, partnerships and individuals involved, directly or indirectly, in the parties business and the pricing under this Agreement, in each case whether spoken, written, printed, electronic or in any other form or medium but for greater certainty shall exclude, the existence of this Agreement and its terms (other than with respect to pricing) and the fact that the Customer acquires leads from the Company;
"Excess Leads" has the meaning ascribed thereto in Section 3(c);
"Lead" has the meaning ascribed thereto in Section 3(a);
"Lead Number Order" has the meaning ascribed thereto in Section 3(a);
"Lead Order" has the meaning ascribed thereto in Section 3(b);
"Live Transfer" means a live transfer, being an Applicant who has been contacted by the Company, or who has contacted the Company, by telephone and has been transferred to a salesperson at the Customer;
"Pricing List" means the Company's pricing list for leads in the applicable category in effect from time to time, as may be amended pursuant to Section 4.
"Recipient" has the meaning ascribed thereto in Section 15(a);
"Web Lead" means a Lead which relates to an Applicant who has submitted information through the use of the Company's web portal platform.

Lead Order

The Customer shall advise the Company from time to time of the number of Applicant's whose information it desires to be sent from the Company (each, a "Lead") in the ensuing month (such notice being a "Lead Order"), which Lead Order shall specify the category of Leads and number of Live Transfer's it desires to receive, if any, and the number of Web Leads that it desires to receive, if any (a "Lead Number Order") as well as the geographic regions in which the Applicants reside for which it desires to obtain Leads.
The Customer acknowledges and agrees that the number of Leads reflected in a Lead Order represents only the maximum number of Leads for which the Customer is willing to pay, that the Company may be unable in any given month to accommodate such number of Leads and that the Company shall be obligated only to use its reasonable commercial efforts to provide such number of Leads. Any failure of the Company to provide the number of Leads specified in a Lead Order shall not constitute a breach of this Agreement and any payments previously made by the Customer for the number of Leads reflected in a Lead Order, but not delivered by the Company, shall constitute a pre-payment for such Leads which are to be delivered by the Company in the future.
In the event that the Company has, due to inadvertence or for any other reason, provided the Customer with a number of Leads which is in excess of the Lead Order, or with Leads relating to Applicants who reside outside of the geographic region in which the Customer has requested Leads (collectively "Excess Leads"), the Customer shall have five (5) calendar days from the date of receipt of such Excess Leads to notify the Company of such Excess Leads, object to such Excess Leads and to return such Excess Leads to the Company. In the event that the Customer fails to notify the Company and fails to object to such Excess Leads within such five day period the Customer shall be deemed to have requested and accepted such Leads and shall be obligated to promptly pay the Company for such Excess Leads at the same price agreed for Leads hereunder.

The Company Compensation

For each Lead sent from the Company to the Customer, the Customer shall compensate the Company at the rate indicated in the IO. If no price is listed on the IO then the price will be in accordance with the Company pricing list in effect at the applicable time ("Pricing List"). The Company may amend or replace the Pricing List from time to time at its full discretion, which amendment shall apply to all Lead Orders placed after the time of such amendment.

Payment Terms

In consideration for the services rendered by the Company hereunder, the Customer agrees to pre-pay the Company the compensation described in Section 4 at the time of submission of the Lead Order, for the ensuing months requested Lead Order, via electronic funds transfer, wire, direct deposit or credit card. A 2.5% administration fee will be applied to all credit card orders. The Customer acknowledges that once payment is received by the Company, it could take between one business day and five business days, to commence delivery of Leads, dependent on a number of factors including but not limited to the jurisdiction of the Lead Order, the volume requested, the timing of the order, and any other factors in relation to the Company's Lead generation program. There is no guarantee that such order will be filled within the month.
The Customer acknowledges and agrees that the amount and total cost of the submitted Lead Order shall be definitive, shall not be the subject to set off or dispute by the Customer. The Customer shall be obligated to pay for all Leads delivered by the Company pursuant to a Lead Order and the Customer acknowledges that they shall not attempt to "charge back" or cancel any such orders. The Customer further agrees that it shall provide to the Company a consent judgment in favor of the Company for the full amount of any such part of the order which is not paid by the time such payment is due (including in respect of any Excess Leads) and that in the event of such non-payment the Company may take any and all steps as it considers appropriate in relation to the enforcement and collection of the amounts due and owing.

Information Captured by the Company

The Applicants information that will be provided to the Customer will differ depending on the category of Lead being purchased by the Customer. By way of example, in respect of Leads relating to automotive loans the Applicants information to be provided will include the Applicant's: name, email, phone, address, employment status, employer name, stated income, date of birth, ownership or rental status of home and amount of monthly payment for rent or mortgage, stated credit score as well as consent for a credit check by the Company and/or by the Customer. The Customer acknowledges that not all applications will contain a full data set and the information provided in respect of any particular Applicant is not assured for a number of reasons (for example, if the Applicant originated through a mobile application with the Company, such application contains a shorter data set and the Customer will be provided with more limited Applicant information).

Quality Assurance

Subject to the below, if an Applicant's information is provided to the Customer and the application is rejected by the Customer for the reason(s) outlined in the Company's replacement policy applicable to such category of Lead as provided by the Company from time to time, then the Customer will notify the Company in accordance with the replacement policy guidelines, the Company will subsequently verify the information provided, and once the Company has confirmed that the requested replacement falls within the terms of the Company's replacement policy, the Applicant's information will be replaced by a fresh applicant, free of charge. All replacements must be in accordance with the Company's stated return policy. LT's will not be covered by the Company replacement policy and are not eligible for replacements under any circumstances.

Customer Access to Applicant

The Company agrees to provide the Customer with direct access to Applicant for the purpose of obtaining necessary documentation and verification of information necessary to underwrite and fund the Applicants purchase of goods or services or borrowing of funds from the Customer.

Ownership of Applicant Data

Subject to the terms and conditions of this Agreement, the Company hereby grants to the Customer a limited, non-exclusive, revocable, personal license to use any personal information of each Applicant provided to the Customer under this Agreement ("Applicant Information") for the sole purpose of: (i) attempting to fund each such Applicant's requested loan; and/or (ii) finance, lease or sell goods or services to said Applicant.

In addition to its other obligations hereunder, the Customer shall:

use such the Applicant Information only for those purposes authorized above in this Section 9;
promptly advise the Company of any request by an Applicant to access, correct or otherwise challenge the accuracy of said Applicant's Applicant Information, or any other communication received by the Customer in respect of such Applicant Information (including, without limitation, any withdrawal or variation of consent by an Applicant) and to work, in a timely manner, with the Company to respond to such requests (which response shall first be approved by the Company), including without limitation, by providing access to, correcting and ceasing to use or disclose such Applicant Information as requested by such Applicant;
use all reasonable efforts to protect and safeguard such Applicant Information, including, without limitation, to protect such Applicant Information from loss or theft, or unauthorized access disclosure, copying, use, modification, disposal or destruction;
only use, disclose, process, store or enable access to such Applicant Information in Canada, USA , Australia or such other jurisdictions as the Company may approve in writing from time to time; and
return, delete or render irretrievable any such Applicant Information in its custody or control at the request and direction of the Company at any time and, in any event, at the expiry or termination of this Agreement.

The Customer acknowledges and agrees that:

the Company retains the exclusive ownership of all Applicant Information and all intellectual property rights therein;
such information is the confidential information of the Company;
the Customer may not sell, license, provide or otherwise disclose any Applicant Information to any third party (including any affiliate of the Customer), without the prior written consent of the Company;
the Customer shall comply with all applicable law, and the Company's reasonable instructions, with respect to any Applicant Information disclosed to the Customer in connection with this Agreement; and
in the event of any unauthorized, unlawful, and/or unintended processing, access, use, disclosure, exposure, copying alteration, loss, disposal or destruction of Applicant Information, the Customer shall immediately notify the Company and cooperate with the Company's reasonable requests to investigate and remediate such incident and provide appropriate response and redress.

The Customer agrees that: (i) the Company has the right to market additional goods or services to an Applicant, and to contact Applicants with respect to ongoing remarketing campaigns; (ii) each Applicant is free to contact other vendors or service providers; (iii) the Company may sell or resell the Lead representing a particular set of Applicant Information at its discretion; and (iv) the Company will not be responsible if an Applicant contacts or enters into an arrangement with another vendor or service provider.

If the Customer rejects an Applicant for any reason within 72 hours of the date of the delivery of the Lead to the Customer, or a successful sale, loan or transaction, as applicable, is not completed for any reason within 14 days upon which such Lead is delivered to the Customer, the license granted by the Company to the Customer in respect of said Applicant's Applicant Information shall automatically be terminated.

Independent Parties

The Customer acknowledges and confirms that the Company is an independent entity and not an agent or employee of the Customer.

Governing Law

This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta, Canada and the Federal Laws of Canada applicable therein, without regard to conflict of laws principles.

Term

The initial term of this Agreement shall be for thirty (30) days. After such initial term, this Agreement shall automatically renew for successive thirty (30) day terms unless previously terminated by either party at any time in accordance with Section 13.

Termination

This Agreement can be terminated at any time, on five (5) days written notice from either party, provided that no such termination shall effect the terms of Section 15 which provision shall survive any such termination or shall relieve a Customer from paying any outstanding balances hereunder. In the event of termination, the Customer must pay any outstanding balances owed to the Company, including any balance owing for the remaining amount of the ensuing month's order (if any), immediately upon termination. The Customer acknowledges that no refunds will be given for orders placed, and paid for, under any circumstances. In the event of any breach of the terms of this Agreement by the Customer (including any breach of a representation or warranty herein) the Company shall be entitled to terminate this Agreement immediately and, without limitation to any other remedies available to it hereunder or under applicable law, may cease delivery of any Leads to the Customer, without any refund or return of any amounts previously paid by the Customer in respect of Leads which have not been previously delivered.

Representations and Warranties

The Customer represents, warrants and confirms that:

it is duly registered and/or has all required licenses or permits required to conduct its business and perform all duties under this Agreement in compliance with all laws, regulations and rules applicable to it and will perform such duties in accordance with the standards described herein.
it is a valid and subsisting corporation under the laws of the jurisdiction of its incorporation with full power and authority to enter into this Agreement and to carry out its obligations hereunder.
this Agreement constitutes a legal, valid, binding and enforceable obligation of the Customer subject to: (i) bankruptcy, insolvency, re-organization, arrangement, winding-up, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally; and (ii) general principles of equity, including the fact that equitable remedies, such as specific performance and injunctions, may only be awarded at the discretion of the court.
the execution and delivery of this Agreement, the performance of its obligations hereunder and the completion of the transactions contemplated herein will not result in violation of any law, regulation or rule by the Customer and the Customer has read this Agreement and understands the contents hereof and has not relied upon any advice from the Company.
it will not make any representations or warranties, or provide any information about the Company or its products, services or affairs, as applicable, other than what is explicitly conveyed and agreed to by the Company.
there are no suits, actions or proceedings against or affecting the Customer, or any of its directors, officers, agents or employees, before any court, governmental body (including any regulatory authority) or arbitrator (nor to the Customer's knowledge, any such actions pending or threatened in writing) which are likely to materially adversely affect the Customer's ability to perform its obligations hereunder and the Customer is not in default with respect to any order of any court, governmental body (including any regulatory authority) or arbitrator which materially adversely affects the Customer's ability to perform its obligations hereunder.
the Company makes no representations or warranties as to the fitness for purpose of the Leads or as to the conversion rate which may be experienced or expected by the Customer in relation to such Leads. The Customer shall accept all Leads delivered by the Company on an "as is, where is" basis and shall not be entitled to dispute the quality or convertibility of such Leads or to claim any set off or refund from the Company on the basis of such quality or convertibility.
it shall at all times communicate with the Company and its officers, employees and consultants in a professional and civil manner and shall refrain from harassment, discrimination and the use of hostile, obscene or abusive behavior and language when dealing or communicating with the Company's officers, employees and consultants.
it has reviewed the Company's applicable return policies and shall honour and not abuse such policies.

The representations and warranties set out above are true and correct as of the date of this Agreement and will remain so throughout the term of this Agreement. The Customer will advise the Company immediately if the foregoing changes.

Confidential Information, Non-Solicitation and Non-Disparagement

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other applicable third party), and the recipient of such information (the "Recipient") shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information as strictly confidential and with the same degree of care and security as it treats its most confidential information, but in all cases not less than a reasonable degree of care.
The Recipient shall not, without the prior written authorization of the other party, either during the term of this Agreement or at any time after the termination of this Agreement:
1. use any Confidential Information for the benefit or purposes of the Recipient or any other person, company or organization whatsoever other than as otherwise permitted or expressly contemplated by this Agreement; or
2. disclose any Confidential Information to any person, company or other organization whatsoever, other than to the Recipient's personnel who have a need to know such Confidential Information, and provided that Recipient shall require each of such personnel to execute written agreements, in a form satisfactory to the other party, securing for the other party, the rights provided for in this Section 15 prior to and as a condition of such personnel providing or performing any services for the Recipient in relation to the Leads or involving the use of Confidential Information, and shall provide a copy of such agreement to the other party upon request of the disclosing party and both the Recipient and its employees, agents and personnel will be fully liable and responsible for any breach of such written agreement by such persons.
During the term of this Agreement and for a period of 12 months following the expiration or termination of this Agreement for any reason, the Customer shall not:
1. solicit or entice, or attempt to solicit or entice, either directly or indirectly, any customer of the Company, to become a customer of any business or enterprise that competes with the Company for any Business, or to cease or limit doing any Business with the Company; or
2. solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee or independent contractor of the Company to become employed or retained by any business or enterprise that competes with the Company for any Business, or to cease or limit their employment or retainer with the Company.
Unless otherwise required by applicable law, the Customer shall not, on its own behalf or on behalf of or in connection with any other person, in any capacity whatsoever, make or publish written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are intended to or could be reasonably expected to have the effect of disparaging, impugning or damaging the integrity, reputation or goodwill of the Company or its respective affiliates or any of the Company's directors, managers, officers, employees or equity holders.
The Customer agrees that in the event of a breach or threatened breach by the Customer of any of the provisions of this Section 15, the Company shall be entitled to obtain, in addition to any other rights, remedies or damages available to the Company at law or in equity, an interim and permanent injunction or specific performance in accordance with the laws of Alberta, and that the Company shall not have to prove damages or post any bond or deposit in order to prevent or restrain such breach or threatened breach by the Customer or otherwise enforce the terms of this Agreement. the Company shall be entitled to all of its costs and expenses incurred in order to obtain such injunctive relief or specific performance, including reasonable solicitor and client legal costs and disbursements.
The obligations set out in this Section 15 shall survive termination of this Agreement.

Indemnification

The Customer shall indemnify and hold harmless the Company, its affiliates, employees, officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable attorneys' fees and any fees or costs incurred by the Company in the enforcement of this Agreement or arising directly or indirectly from breach of this Agreement, negligent acts or omissions, or willful misconduct of the Customer including its personnel and affiliates;
The Company shall indemnify and hold harmless the Customer, its affiliates, employees, officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable attorneys' fees arising directly or indirectly from material breach of this Agreement, grossly negligent acts or omissions, or willful misconduct of the Company including its personnel and affiliates. Notwithstanding anything else herein contained, the maximum aggregate liability of the Company pursuant to this Agreement shall not exceed the aggregate price paid to the Company for all Leads purchased hereunder.

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