CONVERSANT LEAD GENERATION EXHIBIT

1. Lead Generation - Co-Registration Campaigns.

(a) With respect to any lead generation co-registration Campaigns (“Co-Reg Campaigns”), it is the Marketing Partner’s responsibility to confirm that the data fields delivered match the data fields enumerated on the applicable Insertion Order or similar document (“Co-Reg Leads”). In the event there is a maximum amount of Co-Reg Leads that Marketing Partner can reject with respect to such Co-Reg Campaign, such maximum amount (“Maximum Rejected Leads”) shall be delineated in the applicable Insertion Order and Marketing Partner must pay for all Co-Reg Leads in excess of the Maximum Rejected Leads. Marketing Partner must report any discrepancies related to such Co-Reg Campaigns to Conversant in writing (“Disputed Leads”), including any proof of server bounce response for any Disputed Co-Reg Leads no later than five (5) days of the occurrence. Conversant is not liable for any discrepancies not reported within this time frame and Marketing Partner waives all right, title, and intent to dispute payment to Conversant based upon any discrepancy not reported within this time frame. If Marketing Partner desires to seek credit for any incomplete data provided by Conversant to Marketing Partner for a Co-Registration Campaign, Conversant agrees to review the disputed data. Conversant will make a reasonable effort to investigate and negotiate reconciliation for confirmed incomplete data. All Co-Reg Campaigns, including co-registration forms and Creative, shall be in compliance with all applicable laws, rules and regulations and this Conversant Service Order.

(b) In the event that Marketing Partner uses any portion of the data/Disputed Leads in any marketing program, Marketing Partner must pay the fee for such Disputed Leads. Conversant will have the right to “seed” the data/Disputed Leads provided to Marketing Partner with fictitious test names (which will not complete the verification process) in order to assure compliance with this provision.

(c) Marketing Partner acknowledges that the each Co-Reg Lead is for consumers who have indicated an interest in Marketing Partner while visiting a Conversant or Conversant affiliated website and that Marketing Partner may continue to market its products and services to such consumer, until the consumer unsubscribes or otherwise indicates a desire to no longer receive such communication. Marketing Partner further acknowledges that consumers who have elected to co-register or sign-up with Marketing Partner may have also elected to co-register and/or sign up with Conversant and/or its affiliated publishers, and may have elected to co-register and/or sign up with additional advertisers. Therefore, Marketing Partner acknowledges that Conversant and its affiliated publishers or advertisers, as applicable, retain all rights to market and communicate to such consumers, consistent with their policies and procedures.

2. Lead Generation - CPA Campaigns.

(a) With respect to any lead generation cost per action (“CPA”) Campaigns (“Lead Gen CPA Campaigns”), such Campaigns shall be payable only on leads that are deemed valid as set forth in the related Insertion Order, this Conversant Service Order, and that are not reversed under Section 2(b) (“CPA Lead”). All Lead Gen CPA Campaigns, including any Creatives, shall be in compliance with all applicable laws, rules and regulations and this Conversant Service Order. Conversant may require that Marketing Partner install a tracking pixel (“Tracking Pixel”), which will be programmed by Conversant with the criteria for valid CPA Leads. Marketing Partner is solely responsible for installation and use of the Tracking Pixel and may not make any modification to the Tracking Pixel. CPA Leads will be deemed valid as tracked by the Tracking Pixel. In the event that the Tracking Pixel is not properly installed or if there is any unauthorized modification made by Marketing Partner (“Tracking Error”), Marketing Partner shall have three (3) calendar days to correct the same and notify Conversant of such correction. Failure to make such corrections will result in all CPA Leads tracked being deemed valid. Conversant reserves the right to make additional equitable adjustments to the number of valid CPA Leads as a result of such Tracking Error. No CPA Lead reversals will be permitted for CPA Leads which result from Tracking Error. If the Tracking Pixel is not used, a CPA Lead will be deemed valid if it conforms to all requirements of Conversant’s then current CPA Lead Validation Policy, available here.

(b) For Conversant, valid Leads may be reversed in accordance with Conversant’s then current Lead Reversal Policy, available here. Notice must be provided to Conversant for any CPA Leads reversed.

(c) Marketing Partner must provide a monthly CPA report for all Conversant CPA Lead Gen Campaigns placed by Marketing Partner with Conversant (“Monthly Report”). The Monthly Report is due on or before the fifth business day of the month following the month in which the CPA Lead Gen Campaign was delivered. Marketing Partner is liable for any CPA Lead reversal not reported within this time frame and Marketing Partner waives all right, title, and intent to dispute payment to Conversant based upon any CPA Lead reversal not reported within this time frame. The Monthly Report shall include gross CPA Lead totals and a CPA Lead reversal file summary. The CPA Lead reversal file summary must include: all submitted data, the referring affiliate’s identifier (“Sub ID”), date CPA Lead was generated, and a specific non-generic reversal reason as permitted in the relevant insertion order or Conversant’s CPA Lead Reversal Policy (e.g. “incorrect phone” or “incorrect address,” not “bad data”). Final counting and tracking of CPA Leads for billing purposes will be based on Conversant’s internal tracking procedures or Marketing Partner’s Monthly Report data of valid CPA Leads, whichever is higher.

3. Lead Generation - Search Campaigns.

(a) For CPA, CPL and/or CPC campaigns, advertising will be displayed in response to keyword searches through Conversant’s search program as specified in an Insertion Order. Unless otherwise provided in the Insertion Order, Conversant shall have sole discretion to select, place or withhold bids on Marketing Partner’s keywords with participating search engines. All content provided is subject to the conditions and warranties stated herein. Marketing Partner shall be responsible for any and all keyword search terms provided to Conversant. Marketing Partner expressly represents and warrants that bidding on and/or use of any keyword search terms provided hereunder will not violate any third party rights, including trademark and other intellectual property rights.

(b) Conversant makes no guarantees or warranties with respect to its ability to deliver the volume requested in the Insertion Order related to Marketing Partner's Campaign. Conversant’s tracking mechanism shall be used for all search Campaigns, provided that in the event that Marketing Partner’s count exceeds Conversant’s by more than ten percent (10%), the parties shall confer in good faith to investigate the matter but, absent an error, the average of the two tracking counts shall be applied.

4. Lead Generation - Email Marketing. Each Campaign that will be distributed via email shall contain the Marketing Partner’s postal address and a functioning unsubscribe mechanism which, when activated by a user, will actually and permanently remove the user’s email address from the Marketing Partner’s database and, where provided, a non-misleading and accurate “Subject Line” and/or “From Line.” Marketing Partner shall maintain a master suppression list that includes the email addresses of all users that have activated the Marketing Partner’s unsubscribe link or otherwise asked to be removed from Marketing Partner’s email list. Marketing Partner shall provide such master suppression list to Conversant at the start of the Campaign, and shall update and send such suppression list to Conversant in real time. If not possible to send in real time, Marketing Partner shall send the suppression list to Conversant within three (3) days each time a user has requested to be unsubscribed (through the link or otherwise) in the format specified by Conversant so that Conversant and its affiliates may sync up their own master suppression lists against Marketing Partner’s suppression list.

Revised: February 2014