Indemnification.Client agrees to indemnify, defend and hold harmless Gateway, its employees, directors, officers, agents, business partners, affiliates, contractors and representatives from and against any and all third party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to: (i) Client’s products, services or businesses; (ii) any claim from a customer or potential customer of Client’s products or services, except for the gross negligence or willful misconduct of Gateway; or (iii) any breach of this Agreement by Client. In such event, Client shall be entitled to participate, at its own expense, in the defense of any such claim. Client will not acquiesce to any judgment or enter into any settlement that adversely affects Gateway rights or interests without the prior written consent of the Gateway. Gateway agrees to indemnify, defend and hold harmless Client, its employees, directors, officers, agents, business partners, affiliates, contractors and representatives from and against any and all third party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to: (i) Gateway dialing practices, including Gateway required adherence to Do Not Call Legislation, Voice Broadcasting Legislation, Spam Legislation, and Press One Campaign Legislation. Gateway agrees to indemnify Client with regards to DNC registry and Spam laws and clearly accepts that such laws are required to be adhered to by Gateway Marketing. Gateway further claims that Gateway will follow and adhere to all legislation pertaining to, but not limited to, all telemarketing and lead generation legislation, including DNC, Spam, Voice Broadcasting, and Press One Legislation.

Exclusivity of Leads.Gateway agrees to keep all Leads sold to Client exclusive for a period of 1 year. Gateway agrees not to call, cross solicit, or sell any of the Leads that Gateway sells to Client for 30 days after date of transfer, unless otherwise agreed upon by Both Parties.

Fees.Client agrees to pay Gateway all fees set forth on Insertion Order. Any payments not paid by more than seven (7) days shall incur interest at a rate of the maximum rate allowable by applicable law. In addition, Client shall pay for any fees incurred or required in connection with collection of fees. Client shall reimburse Gateway for all costs and expenses, including attorney’s fees and costs, incurred in connection with the collection of any overdue payments.

Refunds.Client will be entitled to replacement lead refunds for any leads sold that do not fit the qualifications listed on this insertion order, for unqualified leads above 15%. Gateway only provides refunds in leads, and does not refund actual monies paid as Fees, as additional costs are incurred when launching campaigns.

Guarantees.Gateway makes no guarantee that any of the Leads generated by Gateway will result in any revenue for Client. Other than receiving the Leads, any benefits to the Client are solely dependent upon Client’s own actions and its products and services.

Disclaimer; Limitation of Liability. THE SERVICES PROVIDED BY GATEWAY ARE PROVIDED “AS IS”, EXCEPT AS EXPRESSLY SET FORTH HEREIN, GATEWAY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. GATEWAY DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) OR PERSONAL INJURY/WRONGFUL DEATH ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. GATEWAY’ CUMULATIVE LIABILITY TO CLIENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO GATEWAY BY CLIENT UNDER THE INSERTION ORDER THAT IS THE SUBJECT OF THE CLAIM, NOT TO EXCEED THE TOTAL FEES PAID DURING THE MOST RECENT TWELVE (12) MONTHS BEFORE SUCH CLAIM.