By Laws

Empowering lead sellers and buyers in a digital world

1. Overview

The Elite Exchange Program is operated by Cyclone Sales, LLC ("Cyclone"). The purpose of the Elite Exchange Program is to facilitate the exchange of quality leads from qualified lead generators to buyers through Cyclone's lead exchange website application hosted at www.cylconesalespro.com.

Buyers of leads will derive numerous benefits by using the Elite Exchange Program. By cumulating the buying power of numerous buyers, buyers on the Elite Exchange Program will generally have access to better quality leads and better pricing. Buyers will also experience enhanced security and transparency of lead purchases because sellers to the Elite Exchange Program, and the leads they provide, must meet certain minimum criteria. Moreover, buyers will have the ability to rate sellers which gives each buyer the benefit of the experiences of the entire community of buyers participating in the Elite Exchange Program. This community experience and the Elite Exchange Program software tools should enhance the ability of a buyer to make its own sales floor-judgments and generally enhance the buyer experience overall in what is typically a very fragmented and precarious market. Cyclone will continue to seek to improve the management and operation of the Elite Exchange Program to maximize the experience of its participants.

Participating sellers of leads will also benefit by having a ready market of numerous lead buyers who have been pre-qualified under the Elite Exchange Program. Sellers will benefit not only in increased deal flow and a more predictable and regular sales cycle, but from a reduction in administration costs due to the fact that a seller will be dealing with a single unified process for selling Leads and not with numerous small buyers with a myriad of differing order processes and specifications.

Those parties selling leads through the Elite Exchange Program ("Sellers") shall be required to enter into a Seller Subscription Agreement with Cyclone. Those parties purchasing leads through the Elite Exchange Program ("Buyers") shall be required to enter into a Buyer Subscription Agreement with Cyclone. These Bylaws and the Seller Agreement shall govern the rights and obligations of the Sellers with respect to the sale of leads to the Elite Exchange Program. These Bylaws and the Buyer Agreement shall govern the rights and obligations of Buyers with respect to the purchase of leads through the Elite Exchange Program.

The Bylaws may be amended by Cyclone in its sole discretion from time to time to enhance the operation of the Elite Exchange Program. Cyclone shall notify Buyers and Sellers of any amendments to these Bylaws and post any such amendments on the website hosting the Elite Exchange Program (www.cyclonesalespro.com). Cyclone may at any time prohibit a Buyer or Seller from participating in the Elite Exchange Program, subject to any rights a Buyer or Seller may have under an open Purchase Order (as defined in these Bylaws).

2. Leads

  1. A "Lead", as defined by Elite Exchange Program, is an inquiry made for a particular product or service, meeting the specifications set forth in these Bylaws. A mere list of data does not constitute a Lead.

  2. Leads are segmented by the following characteristics:

    1. The higher the quality, the higher the market might pay

    2. Real-time Leads have premiums. This is broken down into two parts: Exclusive and Semi-Exclusive

    3. Aged Leads are discounted (30-120 days old)

    4. Lead type dictates price. Currently, the only Lead types sold in the Elite Exchange Program are Web and Voice.

2.1 Lead Types

2.2 Lead Restrictions*

1. Exclusive Leads are Leads that are sold to only 1 buyer. After an Exclusive Lead is sold to the Elite Exchange Program, such Lead may not be re-sold until at least 30 days after the delivery of the Lead to the Elite Exchange Program.

2. Semi –Exclusive Leads are Leads that can be sold up to no more than 5 times in total. Semi-Exclusive Leads should never be sold to the Elite Exchange Program if sold more than 3 times to three seperate Cyclone buyers.

3. Inbound Voice Leads need to be derived from INBOUND campaigns. All call center and Live Transfer leads need to be originated from INBOUND data.

4. Internet Leads must be derived through SEO, SEM, Display or Email with appropriate messaging catered to product vertical.

*A Purchase Order may specifically amend these Lead Restrictions

2.3 Returns/Nonconforming Leads

A Buyer may return Leads not conforming to the Purchase Order ("Nonconforming Leads") provided that all returns must be submitted to Seller or a Cyclone account representative within 10days of Lead delivery. A Buyer's sole remedy for Nonconforming Leads is the return and replacement of such Leads. A Buyer may seek to reduce its risk by purchasing Leads from Sellers in tranches.

Reasons for Lead return eligibility:

*Buyers and Sellers recognize that duplicate Leads could come from multiple sources. This is a risk the Buyers accept by using the Elite Exchange Program. Only duplicate Leads from the same source are eligible for return and replacement.

Sellers shall be obligated to refund all valid returns with replacement Leads meeting the requirements of the applicable Purchase Order. If Cyclone determines that a Seller has violated a Purchase Order in material respect, Cyclone may terminate the Purchase Order and Buyer shall be entitled to a refund of all fees for Leads not yet delivered under the terminated Purchase Order (including Nonconforming Leads not yet been replaced).

Debt Leads: Inappropriate messaging (calls to action).

All messaging used to obtain a Lead must be accurately tailored to the specific product or service being offered. To maintain the quality of Leads, the following practices may not be used in connection with Leads sold to the Elite Exchange Program:

  1. The Lead generator may not refer to "government bailout" in any form.

  2. No Leads should require the mailing of information. Therefore, Lead generators may not use the phrase "free information" in any messaging. The phrase "free consultation" is recommended where appropriate.

  3. The Lead target must be presented with message expecting a follow-up call or email by a qualified buyer team.

Mortgage Leads: Inappropriate messaging (calls to action)

Insurance Leads: Inappropriate messaging (calls to action)

3. Participants

3.1 Sellers

It is important to distinguish "lead brokers" from "lead originators". Only lead originators (lead generators) can qualify as a Seller participant in the Elite Exchange Program. Each generator will be pre-screened and qualified to help ensure the integrity of the Elite Exchange Program. If any Seller violates these Bylaws, the Seller Subscription Agreement or takes other actions that Cyclone deems potentially injurious to the operation or integrity of the Elite Exchange Program, Cyclone may terminate such party as a Seller in the Elite Exchange Program.

Qualifications

A lead generator interested in becoming a Seller must submit information requested by Cyclone and Cyclone shall review this information as well as use other information resources to evaluate such party's qualifications to become a Seller. Cyclone may approve or deny a party as a Seller in Cyclone's sole discretion. The following are some of the qualifications needed to be met in order for a lead generator to participate in the Elite Exchange Program as a Seller:

Restrictions

3.2 Buyers

Buyers must comply with all applicable laws and engage in ethical business practices.

Qualifications

A party interested in becoming a Buyer must submit information requested by Cyclone and Cyclone shall review this information as well as use other information resources to evaluate such party's qualifications to become a Buyer. Cyclone may approve or deny a party as a Buyer in Cyclone's sole discretion. The following are some of the qualifications that need to be met in order to participate in the Elite Exchange Program as a Buyer:

Restrictions

3.3 Cyclone

Cyclone essentially acts as a dealer, selling immediacy as a service to both buyers and sellers of Leads.

3.4 Fees

Sellers

Sellers are subjected to a Transaction Fee based on price and volume of the Purchase Order as set forth in the Cyclone Fee Schedule found in the Elite Exchange Program ("Cyclone Fee Schedule"). The Cyclone Fee Schedule may be amended from time to time upon at least 30 days advance notice to Sellers (any such change in fees shall not affect Purchase Orders accepted by Buyer and Seller prior to notice of the fee change).

Buyers

Cyclone does not currently charge Buyers a fee for the purchase of Leads through the Elite Exchange Program. If Cyclone decides to assess Buyers a fee in the future, it will indicate the fee in the Cyclone Fee Schedule and provide Buyers at least 30 days advance notice of such fees (any such change in fees shall not affect Purchase Orders accepted by Buyer and Seller prior to notice of the fee change outstanding Purchase Orders).

4. Procedures for Purchase and Sale of Leads

4.1 Overview

Sellers and Buyers shall enter into order forms for the purchase and sale of qualified Leads pursuant to an automated process administered through the Elite Exchange Program.. The purchase and sale of Leads is an automated process between Buyers and Sellers; while Cyclone facilitates the process through its Elite Exchange Program, Cyclone shall not attempt to ascertain the quality or potential success rate of Leads generated within the Elite Exchange Program. While Cyclone has endeavored to protect Buyers and Sellers by including certain procedural and security protections and Cyclone may exercise its right to prohibit Buyers and Sellers from participating in the Elite Exchange Program if Cyclone determines that a participant has violated these Bylaws, Cyclone shall in no event be liable to any party for violation of these Bylaws.

4.2 Order Process

All purchases and sales of Leads shall be made pursuant to order forms available through the Elite Exchange Program. The process for consummating a purchase and sale of Leads using an order form is described below. Order forms, as may be amended by Cyclone from time to time, can be found in the Elite Exchange Program.

The following sets forth the general process for buying and selling Leads through the Elite Exchange Program:

  1. Seller will post an offer for Leads by completing and posting an order form on the Elite Exchange Program ("Preliminary Order"). The Preliminary Order will be accessible by Buyers. The Preliminary Order may be changed from time to time until the Preliminary Order becomes a Purchase Order (as described below).

  2. One or more Buyers may respond to the Preliminary Order by offering to purchase all or any portion of the Leads posted in the Preliminary Order. The system allows for negotiation of terms until the Buyer and Seller reach agreement and the Seller approves the Preliminary Order, as may be revised, submitted by Buyer. Once the Preliminary Order is approved, it becomes a binding purchase order between Buyer and Seller ("Purchase Order"), provided that either party will have 2 business days to rescind a Purchase Order based on mistake (if a participant rescinds a Purchase Order more than once, it will be deemed an infraction, allowing Cyclone to terminate the participant from the Elite Exchange Program). After the 2 business day "opt out" period ends, the Purchase Order may not be rescinded (though a party may terminate an order for infractions by the other party as specified in these Bylaws). The date of the Purchase Order shall be the approval date as indicated on the Purchase Order.

  3. Unless the Purchase Order specifically provides otherwise, Buyer must transfer the appropriate funds through the Elite Exchange Program within 5 business days of the date of the Purchase Order. Currently, the method of payment is through Cyclone's PayPal and Bank account allowing Buyer to use check, wire or credit card, but Cyclone may change the method of payment in its discretion. If the appropriate funds are not timely transferred, the Seller may terminate the Purchase Order upon notice to Buyer and Cyclone.

  4. Once Buyer has delivered all necessary purchase proceeds, Seller shall transmit the Leads through the Elite Exchange Program consistent with the terms of the Purchase Order. Buyer may include in its Purchase Order a "Latest Start Date" which will refer to the date by which a Seller must commence delivering Leads. If Lead delivery does not commence by such Latest Start Date, Buyer may terminate the applicable Purchase Order by providing written notice to Seller and Buyer will be refunded the applicable purchase proceeds. Cyclone shall have the right to confirm successful delivery of Leads during the Lead delivery process. At the request of a Buyer, Cyclone may require Seller to replace Leads or may terminate some or all of the remaining purchases under a Purchase Order if Leads are not delivered in compliance with the Purchase Order or these Bylaws (see Section titled "Returns/Nonconforming Leads"). Once Leads are delivered, Buyer accepts the responsibility to work Leads as efficiently as possible while obeying state and federal regulations.

  5. Depending on the volume of Leads, payment and delivery of Leads may be structured in a series of tranches as further set forth in the Purchase Order. If the transaction is to be structured in tranches, then the tranches will be based on the dollar amount of the Purchase Order and the percentage of dollar amount to be allocated in tranches. For purposes of illustration, if the Purchase Order is for 600 Leads @ $36,000 and provides that orders above $30,000 shall be allocated in tranches of 25%, then Buyer will pay 25% of the Purchase Order ($9,000) in advance of delivery of the first 25% tranche of Leads (150 Leads) and upon successful delivery of the first tranche of Leads, Buyer will pay 25% of the Purchase Order ($9,000) in advance of delivery of the second 25% tranche of Leads (150 Leads) and so on until the entire Purchase Order is fulfilled.

  6. Cyclone will automatically debit its Transaction Fee from the purchase proceeds as set forth in the Cyclone Fee Schedule.

4.3 Infractions

Cyclone shall have the sole and unfettered right to terminate a Buyer or Seller from the Elite Exchange Program for any infraction of these Bylaws, as determined by Cyclone in its sole discretion.

5. Under Development

The following features are currently under development or being contemplated by Cyclone. This discussion is purely for informational purposes and there is no guaranty that these features will be implemented within a particular time period or at all.

  1. Referrals feature: Lead referrals can take place inside of Cyclone. For example, if a debt Lead doesn't meet the required qualifications under the Elite Exchange Program and is a candidate for bankruptcy, the Lead can be "referred" to the Elite Exchange Program and purchased by a qualified attorney. The intention of the "referring ability" allows buyers to help the Lead target with potential solutions for needs they are unable meet. This would result in an external benefit to the Lead while the buyer recoups 50% of original Lead cost (assuming the buyer is honest in their business). Fees paid for referral would depend on the quality rating derived from cyclone data on referee. Requirements include but not limited to:

  1. Notes detailing how the call ended and how the buyer of the Lead should follow-up (Ex. note: Ask for John, tell him you were referred by Sally from ABC company regarding his mortgage)

  1. Seller Rating: This is a 5 star rating system used to identify a Seller providing Leads to the Elite Exchange Program. The Elite Exchange Program plans to promptly institute the initial version of the rating system, however, Cyclone anticipates that the rating system will evolve over time based on further analysis and feedback from participants. Participants should understand that the rating system is a guide only based on past transactions conducted through the Elite Exchange Program and may be based on limited transactions (therefore, a rating may be highly affected by the conversion rate with respect to a small number of Leads purchased). It should be noted that Cyclone intends to use the rating system as a guide to assist with whether to retain a Seller in the Elite Exchange Program and will likely be used by Buyers to determine whether it will purchase Leads from that Seller and the purchase price for such Leads. Each Seller understands that the rating system may impact (positively or negatively) the good will of Seller and the price and volume of Leads sold within the Elite Exchange Program and agrees that it is assuming all risk relating to the rating system. Each Buyer understands that it is assuming the entire risk of relying on the relating system in purchasing Leads within the Elite Exchange Program. All participants agree that Cyclone shall have absolutely no liability with respect to the rating system.

  2. Seller monitoring feature: This would allow qualified sellers to monitor their own conversion aggregate in real-time. In theory this would help sellers make adjustments to campaigns on the fly and ensure their pricing stability.

6. Disclaimer

The purpose of the Elite Exchange Program is to facilitate the purchase and sale of Lead transactions for a fee. While Cyclone has implemented certain criteria to evaluate Sellers participating in the Elite Exchange Program and rules and tools to enhance the likelihood of the delivery of quality Leads to Buyers participating in the Elite Exchange Program, Cyclone does not monitor the manner in which Sellers obtain Leads or guaranty the quality or success rate with respect to Leads purchased through the Elite Exchange Program. Buyers and Sellers are responsible for compliance with all laws and regulations applicable to the generation, utilization and handling of all Leads purchased and sold through the Elite Exchange Program. In no way shall Cyclone be responsible for the actions or omissions of Buyers, Sellers or any other party with respect to the generation, utilization and handling of all Leads purchased and sold through the Elite Exchange Program.