This LeadsMarket.com Affiliate Agreement (the "Agreement") is entered into by and between LeadsMarket.com LLC, a Nevada limited liability company (mailing address 6130 Elton Avenue Suite # 386, Las Vegas, NV 89107) ("LeadsMarket.com") and you, a participant in the LeadsMarket.com affiliate program ("Affiliate") featured on www.leadsmarket.com (the "LeadsMarket.com Website"), and sets forth the parties’ rights and obligations regarding said affiliate program (the "Affiliate Program").
Notwithstanding the effective date of this Agreement, LeadsMarket.com shall have sole discretion to determine the date that any Affiliate is allowed to function as an Affiliate through the Affiliate Program.
This Agreement is subject to change in LeadsMarket.com’s sole discretion and without prior notice. Changes may include, without limitation, the payout structure, payout amounts, payment procedures and other Affiliate Program-related policies; provided, however, that: (i) any amendment or modification to the arbitration provisions, prohibition on class action provisions, or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes occurring before the amendment or modification; and (ii) any amendment or modification to pricing and/or billing provisions ("Billing Provisions") shall not apply to activity occurring before the applicable amendment or modification.
The latest version of this Agreement will be posted on the LeadsMarket.com Website, and review this Agreement prior to using the LeadsMarket.com Website and/or Affiliate Program. Your continued participation in the Affiliate Program and/or use of the LeadsMarket.com Website after such modification constitutes your consent to such modifications. You also understand and agree that LeadsMarket.com may operate multiple websites that may be similar to or compete with the Affiliate Program and that LeadsMarket.com may solicit customer referrals that may differ from the terms and conditions in this Agreement.
Further, you agree to rely solely on this Agreement in making your decision to enroll in the Affiliate Program and that you are not relying on any representation, guarantee or statement other than as stated in this Agreement. For any insertion order (“Insertion Order” or “IO”) to be effective and enforceable, it must be accepted in writing by LeadsMarket.com in its sole discretion. Any IO submitted by or to LeadsMarket.com shall be deemed incorporated into this Agreement by reference, but any conflicts between such IO and this Agreement shall be superseded and governed by this Agreement.
The term of this Agreement begins upon LeadsMarket.com’s written acceptance of the Affiliate into the Affiliate Program and ends when terminated by either party as set forth herein. Affiliate may terminate this Agreement upon three (3) days’ written notice to LeadsMarket.com. LeadsMarket.com may terminate this Agreement at any time and for any reason in LeadsMarket.com’s sole discretion including, without limitation, (i) where LeadsMarket.com believes Affiliate is in breach of this Agreement; (ii) where LeadsMarket.com believes that any website owned, operated or controlled by Affiliate ("Affiliate Website") or any e-mail database owned, operated or controlled by Affiliate ("Affiliate Database") is unsuitable for the Affiliate Program (including, without limitation, where LeadsMarket.com deems that the Affiliate Website contains material that could be unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise controversial or objectionable); (iii) LeadsMarket.com believes Affiliate is engaging in deceptive marketing; (iv) LeadsMarket.com believes Affiliate is not, in any fashion, conducting permission-based e-mail marketing that fully complies with (a) all international, federal and state laws, rules and regulations including, but not limited to, the CAN-SPAM Act of 2003, as amended from time to time ("CAN-SPAM") or (b) the applicable published rules or guidelines of the Internet access service ("IAS") network, domain or e-mail servers to which it is transmitting commercial e-mail (for this Agreement, IAS shall have the same meaning as set forth in CAN-SPAM); or (v) upon the dissolution or insolvency of either party. Affiliate is only eligible to earn "Commissions," as defined below, on transactions occurring during the term of this Agreement. Upon termination of this Agreement (1) Affiliate immediately shall cease using, and shall remove from the Affiliate Websites, any and all Content (as defined below) and/or other materials provided to Affiliate from LeadsMarket.com; (2) Affiliate immediately shall cease transmitting any and all e-mails in connection with any Advertising Campaign (as defined below); (3) any and all licenses and rights granted to Affiliate in connection with this Agreement immediately shall cease and terminate; and (4) any and all Confidential Information, (as defined below) Content or proprietary information of LeadsMarket.com (includingany confidential or proprietary information of any Advertiser) in Affiliate’s possession or control must immediately be returned or destroyed. If requested, Affiliate will certify in a writing signed by Affiliate or an authorized officer of Affiliate that all such confidential and/or proprietary information has been returned or destroyed.
Registration with LeadsMarket.com shall confer no right to participate in the Affiliate Program. Your Participation in the Affiliate Program is subject to review and approval by LeadsMarket.com in its sole discretion. Upon LeadsMarket.com’s written acceptance of you as an Affiliate, LeadsMarket.com grants to you a non-exclusive, non-transferable, revocable and limited license to use the Content made available via the Affiliate Program for each advertising campaign ("Advertising Campaign") solely and exclusively for your efforts to market the products and/or services featured in each such Advertising Campaign and under the terms and conditions contained herein. LeadsMarket.com retains sole and exclusive ownership of all Content and other information developed by LeadsMarket.com or supplied to you at any time in connection with this Agreement.
LeadsMarket.com will provide to Affiliate certain marketing pieces created by LeadsMarket.com and/or one of its Advertisers for the Affiliate Program. LeadsMarket.com will post various creative materials, text links and/or banner advertisements (collectively "Content") on the LeadsMarket.com Website for download, use and publication by Affiliates subject to the license set forth above and the other provisions of this Agreement. LeadsMarket.com may terminate Affiliate’s right to use the Content in its sole discretion at any time and without prior notice. Subject to the terms and conditions of the Advertising Campaign offered by the applicable Advertiser, Content shall be used only to generate valid sales, leads, applications, registrations, clicks, impressions or other compensable activities (collectively, "Compensable Transactions"). Unless otherwise stated in writing by LeadsMarket.com, all Content provided to Affiliate with any Advertising Campaign must include, in unaltered form, the LeadsMarket.com special transaction tracking codes as embedded in all such Content (the "Transaction Tracking Codes"). Affiliate shall not modify, circumvent, impair, disable or otherwise interfere with any Transaction Tracking Codes or other technology or methodology required or provided by LeadsMarket.com in connection to the Content. LeadsMarket.com may change or revise the Content made available in its sole discretion at any time and without prior notice, and Affiliate agrees to use only the most recent version of the Content posted on the LeadsMarket.com Website. Affiliate may not alter, modify or otherwise change the Content in any manner whatsoever. Affiliate may only use Content supplied by LeadsMarket.com and that is posted on the LeadsMarket.com Website. Use, or the attempted use, of any marketing materials other than the Content provided by LeadsMarket.com may result in the immediate termination of this Agreement without notice.
Affiliate shall comply with field requirements set forth by LeadsMarket.com in this Agreement, in any applicable IO or in any written or email notice. LeadsMarket.com may reject without recourse any leads or transactions that do not meet the required fields.
Affiliate agrees that LeadsMarket.com may direct the placement of the Content. Unless such direction is given (and subject to the terms and conditions of this Agreement, the rules relating to the particular Advertising Campaign and all applicable laws, rules and regulations), Affiliate may display the Content in its Affiliate Websites and/or in e-mail messages distributed to those e-mail addresses listed in its Affiliate Database as it deems reasonable. Notwithstanding the foregoing, Affiliate immediately must comply with any and all requests by LeadsMarket.com to modify, alter or otherwise change the positioning, placement, frequency and/or other editorial decisions related to Content. Affiliate immediately must remove Content upon receiving instructions from LeadsMarket.com, or upon the termination or expiration of any Advertising Campaign.
Affiliate shall NOT use brand names, trademarks or other intellectual property of another party (e.g., Milton Bradley or Apple) in the "subject" or "from" lines, or body of any commercial e-mail transmission. Affiliate shall not use any brand names, trademarks or other intellectual property to direct traffic to any Affiliate Websites or Advertiser websites including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name (or any derivative of any such trademark, service mark or brand name) of any of the Advertisers, LeadsMarket.com or their respective affiliates or clients.
Affiliate shall not use any deceptive practices to generate leads (for example and without limitation, "job sites" that mislead consumers with the promise of employment for completing an offer such as an education or business opportunity). Affiliate shall not post or transmit any deceptive content on public message boards, chat rooms, or in public areas of social networking and job sites, including without limitation Facebook.com, Craigslist, etc. Affiliate shall not allow Content to be placed on any non-Affiliate Websites without the prior express written consent of LeadsMarket.com. Affiliate shall not include or promote any Content or Advertiser Campaigns through any blogs, news articles or other social media without the prior written consent of LeadsMarket.com for each use.
Affiliate must place or use the Content only intending to deliver valid Compensable Transactions. Affiliate shall not, nor knowingly or negligently permit any person to, activate the Content or inflate the Compensable Transactions through any deceptive or misleading practice, method or technology including, but not limited to, using any spyware, adware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing a Compensable Transaction. Affiliate agrees and acknowledges it shall not: (i) use incentivized offers, create the appearance of incentivized offers, establish or cause to be established any promotion that provides any incentives, sweepstakes entries, rewards, points or other compensation to be earned in connection with generating Compensable Transactions, or otherwise attempt to induce Internet users to click on the Content or perform any action through any other incentives, without obtaining the prior written approval of LeadsMarket.com; (ii) place any statement in close proximity to the Content requesting e-mail recipients or Internet users "click" on the Content (e.g., "Please click here"); (iii) place misleading or deceptive statements in close proximity to the Content; (iv) take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (v) install or execute on another's computer one or more additional software program(s) without consent of the user (upon obtaining such consent, Affiliate must provide instructions to disable the software, such that the software is easily identifiable and the removal of which can be performed without undue effort or special knowledge by the user of the computer); (vii) distribute spyware or other similar or harmful software; or (viii) redirect traffic to a website other than the website listed by the Advertiser. The Affiliate Websites must be fully functional at all levels. "Under construction" pages or sections are not permitted. Spawning process pop-ups are also prohibited.
Affiliate shall comply with the Quality Control Guidelines (“QC Guidelines”) included herein as Exhibit A, which may be updated at any time without notice, and which are effective upon being updated and published herein or delivered to Affiliate via email, whichever first occurs. Failure to comply with QC Guidelines shall result in transactions being deemed non-Compensable Transactions.
Affiliate is prohibited from posting LeadsMarket.com’s or any of its related companies name and/or contact information on any website, blog or other internet property owned, operated or controlled by Affiliate. Affiliate shall list its actual business name (or individual name, if doing business as a sole proprietorship), business address, telephone number and email address on any website, blog or other internet property owned, operated or controlled by Affiliate.
Affiliate agrees that during the term of this Agreement it shall maintain accurate books and records relating to its use of the Content and Suppression Lists (defined below). Affiliate agrees that LeadsMarket.com, or any designee of LeadsMarket.com legally bound to obligations of confidentiality and non-disclosure, shall have the right during the term of this Agreement, and for a period of six (6) months, to examine, inspect, audit and review all such books, records and any source documents used in the preparation during normal business hours upon written notice to Affiliate at least seven (7) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at LeadsMarket.com’s sole cost and expense and shall be limited to those books and records that relate to Affiliate’s use of the Content and Suppression Lists. Notwithstanding the foregoing, if LeadsMarket.com uncovers any material misconduct associated with Affiliate’s use of the Content or Suppression Lists, then the audit shall be at the sole cost and expense of Affiliate, payable upon demand.
LeadsMarket.com shall pay commissions according to the payment terms of the applicable Advertising Campaign ("Commissions") as set forth in the Affiliate Program or on the LeadsMarket.com Website. LeadsMarket.com shall pay Commissions based on the Compensable Transactions recorded by the Transaction Tracking Codes approximately thirty (30) days after the last day of a calendar month, for Commissions earned in that month. All determinations made by LeadsMarket.com in connection with the Transaction Tracking Codes, Compensable Transactions and any associated payments due to Affiliate shall be final and binding on Affiliate. Payments will be made to Affiliate provided that the Affiliate account has reached a minimum of one hundred dollars ($100.00) ("Payment Threshold") in accrued revenues. Where an account has not reached the Payment Threshold, the amount due to Affiliate will continue to roll over to the next month until an amount equal to or greater than the Payment Threshold has been reached. Upon termination of this Agreement, Commissions due and payable to Affiliate (including amounts below the Payment Threshold) will be paid at the next regularly scheduled billing cycle. LeadsMarket.com, in its sole discretion, may withhold any and all payments due and owing to Affiliate until the Advertiser has paid LeadsMarket.com for the associated Advertising Campaign. LeadsMarket.com, in its sole discretion, may reduce any and all payments owed to Affiliate where the applicable Advertiser has refused to make the corresponding payments to LeadsMarket.com. Notwithstanding the foregoing, LeadsMarket.com’s services do not involve investigating or resolving any claim or dispute involving Affiliate and any Advertiser or other third party.
LeadsMarket.com shall compile, calculate and post on the LeadsMarket.com Website data that it has used to determine Affiliate’s Commissions due and owing (the "Data"). Any questions or disputes regarding the Data must be submitted in writing to LeadsMarket.com within five (5) business days of the date the Data is posted on the LeadsMarket.com Website, otherwise the Data will be deemed accurate and accepted by Affiliate. LeadsMarket.com will investigate any Data-related questions or disputes and shall resolve such questions or disputes in its sole discretion. If, due to any impairment of the Transaction Tracking Codes or for any other reason, LeadsMarket.com is unable or fails to provide Affiliate with accurate or complete Data, LeadsMarket.com shall calculate Compensable Transactions ("Projected Compensable Transactions"), based on (i) Affiliate’s average monthly Compensable Transactions recorded by LeadsMarket.com for the applicable Advertising Campaign, prorated for any shorter or longer period of time, where data is available to calculate a monthly average, or (ii) such amount that LeadsMarket.com determines is due and owing in its sole discretion where data needed to calculate Affiliate’s average monthly Compensable Transactions is unavailable.
LeadsMarket.com shall not be responsible to pay Affiliate on any eligible Commissions where (a) the Compensable Transaction involves the generation of leads, and the applicable leads delivered by Affiliate comprise consumers that have previously registered for, opted-in to and/or are already a member or customer of the Advertiser, (b) are generated using fraud, incentivized marketing or otherwise in violation of the restrictions contained herein, or (c) the e-mail recipient did not opt-in to receiving e-mail marketing from Affiliate. LeadsMarket.com will not pay Commissions on any billings (1) that occur before Affiliate is accepted into the Affiliate Program and (2) that occur after termination of this Agreement or any termination of any applicable Advertising Campaign. LeadsMarket.com will pay no Commissions to Affiliate unless LeadsMarket.com has documentation to support such Commissions. LeadsMarket.com may require Affiliate to provide a W-9, or similar tax identification information, as a condition precedent to receiving any Commission payments. LeadsMarket.com reserves the right to withhold and/or cancel Commission payments due and owing to Affiliate in its sole discretion when LeadsMarket.com believes Affiliate is in breach of any term of this Agreement. Customers buying products and/or services through the Affiliate Program shall not be deemed the customers of Affiliate. All Commission payments due to Affiliate will be paid in US dollars. Affiliate shall pay any and all taxes due to all taxing authorities arising from, or in connection with, Affiliate’s participation in the Affiliate Program. Without limiting the foregoing, Affiliate agrees and acknowledges it shall be fully responsible for any and all taxes, whether state or local, and related fees, costs and penalties incurred by LeadsMarket.com and/or its Advertisers in relation to Affiliate’s activities
Any business partners or associates of Affiliate that participate in or perform any activities for Affiliate as a part of the Affiliate Program shall be deemed "Sub-Affiliates." All Sub-Affiliates must be pre-approved in writing by LeadsMarket.com. It is Affiliate’s sole responsibility to request such approval. LeadsMarket.com reserves the right to withhold or refuse approval of any Sub-Affiliate in its sole discretion and may revoke its approval of a Sub-Affiliate at any time for any reason and without prior notice. All Sub-Affiliates must meet the same criteria as Affiliate for approval and must comply with the same terms and conditions as Affiliate as set forth in this Agreement. Affiliate shall be jointly and severally liable with such Sub-Affiliates for the acts or omissions of its Sub-Affiliates. LeadsMarket.com may revoke approval of Affiliate’s participation in any Advertising Campaign or terminate this Agreement based on the acts or omissions of Affiliate’s Sub-Affiliates. LeadsMarket.com reserves the right to use all legal measures necessary to ensure that Affiliate and its Sub-Affiliates comply with this Agreement.
Affiliate agrees to indemnify, defend and hold harmless LeadsMarket and its directors, officers, shareholders, employees, agents and affiliates from and against any and all third party actions, claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs arising out of or related to the acts, errors or omissions of the Affiliate, its Sub-Affiliates, or any of the Affiliate’s or Sub-Affiliates’ officers, directors, employees, agents or affiliates, or any third party acting on behalf of any of the foregoing, in connection with the performance of its obligations under this Agreement, any applicable IO, any applicable Advertising Campaign, or any breach of this Agreement.
Prior to sending any commercial e-mail in connection with the Affiliate Program, Affiliate shall provide LeadsMarket.com with a list of Internet protocol ("IP") addresses and domain names that it intend(s) to use in connection with the particular Advertising Campaign. Affiliate immediately must, upon the request of LeadsMarket.com, produce the name, date, time, IP address and referral uniform resource locator ("URL") where the applicable consumers granted Affiliate affirmative consent, as defined by applicable law ("Affirmative Consent"), to send such e-mail marketing messages. Affiliate is solely responsible for all consumer complaints relating to e-mail campaigns conducted by Affiliate.
Affiliate represents and warrants that it shall respond to all consumer complaints within forty-eight (48) hours of receipt. Besides all other available remedies, LeadsMarket.com may withhold and suspend Commission payment until all outstanding consumer complaints are resolved to LeadsMarket.com’s satisfaction. All costs associated with such required actions shall be deducted from the Affiliate Commission. Affiliate represents and warrants that it will comply with all applicable federal, state and local laws, rules and regulations, including without limitation the Federal Trade Commission implementing regulations, CAN-SPAM, and any international laws, rules and regulations), and any published rules or guidelines of the IAS networks, domains and/or e-mail service providers, regarding its e-mail marketing. Affiliate acknowledges that any failure to comply with this Section may, in LeadsMarket.com’s sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any Commissions owed to Affiliate by LeadsMarket.com.
When performing e-mail marketing of any kind for any Advertiser, Affiliate represents and warrants that Affiliate shall transmit commercial e-mail only to those recipients that have given Affiliate Affirmative Consent to receive e-mail advertising from Affiliate and have not revoked such consent as of the date the commercial e-mail was transmitted to such recipient. Affiliate must (i) not falsify e-mail header and transmission information (including, without limitation, source, destination and routing information); (ii) not use any "subject" or "from" line materially false or misleading; (iii) not seek or obtaining unauthorized access to computers to send any and all commercial e-mail; (iv) include within all commercial e-mail sent: (a) a valid street address for both Affiliate and the Advertiser (if any); (b) a clear and conspicuous opt-out notice and functional opt-out mechanism that must remain active for at least thirty (30) days from the date the subject e-mail was transmitted; (c) clear and conspicuous language in the body of the email identifying the message as an advertisement or solicitation by either header or footer information which states the message is an advertisement or solicitation; and (d) process unsubscribe requests within three (3) days of receipt of same; (v) comply with all legal obligations and best practices regarding unsubscribing consumers from the Affiliate’s e-mail mailing lists; (vi) at least once each week, scrub the Affiliate Database against the Advertiser suppression list, LeadsMarket.com’s suppression list and Affiliate suppression list (collectively "Suppression List"), subject to the provisions contained below; and (vii) immediately notify LeadsMarket.com if any complaint, investigation and/or litigation ensues concerning Affiliate’s or any Sub-Affiliate’s e-mail practices (whether or not such complaint, investigation and/or litigation relates to Affiliate’s relationship with LeadsMarket.com). If any state or federal law, rule or regulation governing e-mail communications is enacted or amended after the effective date of this Agreement setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such enacted or amended law, rule or regulation shall apply to all Affiliates with or without notice from LeadsMarket.com of such change.
Regarding any Suppression List generated in connection with, or provided through the Affiliate Program, Affiliate shall: (i) use such Suppression List, and the individual customer records contained, solely for the suppression purposes set forth herein, even after any termination of this Agreement; (ii) regularly use such Suppression List to remove any and all e-mail addresses or domains contained therein from future commercial e-mail mailings; (iii) not use the Suppression List for e-mail marketing (or provide the Suppression List to any third party for said purposes) and not send, or cause to be sent, any commercial e-mail messages to an e-mail address or domain appearing on any Suppression List; (iv) not use any Suppression List for e-mail appending in any manner; (v) hold any Suppression List provided by LeadsMarket.com or any Advertiser in trust and confidence and use same solely for the suppression purposes set forth; (vi) not retain a copy of any Suppression List provided by LeadsMarket.com or any Advertiser following termination of this Agreement; and (vii) not disclose any Suppression List provided by LeadsMarket.com or any Advertiser to any employee, consultant, subcontractor or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by this Agreement. Such agreement shall be immediately forwarded to LeadsMarket.com, upon request. LeadsMarket.com reserves the right to withhold its consent to such disclosure and may, within its discretion, accordingly bar disclosing any and all Suppression Lists provided by LeadsMarket.com or any Advertiser.
Affiliate shall upload its own list of suppressed e-mail addresses to the area of the LeadsMarket.com Website ("Suppression List Upload Section"), if such a Suppression List Upload Section is provided by LeadsMarket.com. If the Suppression List Upload Section is provided by LeadsMarket.com, and no such e-mail addresses are supplied by Affiliate, LeadsMarket.com may conclude that no such addresses exist. Affiliate further agrees and acknowledges that: (a) it has downloaded and removed the domains on the Federal Communications Commissions ("FCC’s") wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in its mailings; and (b) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any LeadsMarket.com mailings. Affiliate shall maintain electronic or tangible records evidencing the removal of any email addresses from Affiliate’s lists for verification by LeadsMarket.com as required or requested.
Affiliate shall comply fully with the Telephone Consumer Protection Act, as amended and updated (“TCPA”) for all marketing activity that might result in telemarketing calls, text messages, SMS messages or other activities governed by the TCPA, whether from LeadsMarket.com or any Advertiser. Understanding the TCPA and complying with the TCPA is solely Affiliate’s responsibility. In addition to any other requirements of the TCPA or any implementing regulations, Affiliate shall obtain prior express written consent from consumers that the consumer will accept telemarketing calls and SMS marketing messages from LeadsMarket.com LLC and its Advertisers or other entities as specified by LeadsMarket.com. Consent cannot be a condition of a purchase. Without limiting the foregoing, if Affiliate uses its own websites or forms to generate leads or to encourage a purchase or other consumer activity, Affiliate immediately must product, on demand: (i) proof that a clear and conspicuous disclosure was provided to the consumer allowing for telemarketing calls and/or SMS messages as required herein; (ii) that the consumer unambiguously consented to receive such to the number the consumer provided; (iii) a copy of the website page or form that contains the consent language, and the fields entered by the consumer (this can be blank); (iv) a screenshot of the consumer's view that shows the any fields completed (this cannot be blank); (v) the date and time stamp related to the consent given; and (vi) the consumer's IP address.
The Acceptable Use Policy ("AUP") of LeadsMarket.com is posted here . This AUP describes the proper conduct within and prohibited uses of the Affiliate Program. By registering for and using the Affiliate Program, you agree to be bound and abide by the AUP. The AUP is not exhaustive and LeadsMarket.com reserves the right to modify the AUP at any time, effective upon posting the modified AUP on LeadsMarket.com Website (see URL above). It is Affiliates sole responsibility to periodically review the AUP for updates. LeadsMarket.com does not provide notices of any changes in any manner other than by posting the changes on the LeadsMarket.com Website. Your continued participation in the Affiliate Program and/or use of the LeadsMarket.com Website after such modification constitutes your consent to any and all changes to the AUP in effect at that time.
DISCLAIMERS/LIMITATION OF LIABILITY: THE AFFILIATE PROGRAM, LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT PROVIDED BY LEADSMARKET.COM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING WITHOUT LIMITATION THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE AFFILIATE PROGRAM, LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT PROVIDED BY LEADSMARKET.COM MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. LEADSMARKET.COM HAS NO LIABILITY WHATSOEVER TO AFFILIATE OR ANY THIRD PARTY, FOR AFFILIATE’S USE OF, OR INABILITY TO USE, THE AFFILIATE PROGRAM, THE LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND/OR CONTENT. LEADSMARKET.COM IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR COSTS OF LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LEADSMARKET.COM AND AFFILIATE. THE AFFILIATE PROGRAM, LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT PROVIDED BY LEADSMARKET.COM WOULD NOT BE PROVIDED TO AFFILIATE WITHOUT SUCH LIMITATIONS.
LEADSMARKET.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE AFFILIATE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY AFFILIATE FROM LEADSMARKET.COM THROUGH THE AFFILIATE PROGRAM, LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES OR CONTENT SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY AND LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY OR THROUGH THE AFFILIATE PROGRAM, LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT IS EXPRESSLY DISCLAIMED. AFFILIATE UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE AFFILIATE PROGRAM AND ACCESS OR USE OF THE LEADSMARKET.COM WEBSITE AND ITS CONTENT IS DONE SOLELY AT AFFILIATE’S OWN DISCRETION AND AT AFFILIATE’S OWN RISK. AFFILIATE IS SOLELY RESPONSIBLE FOR ANY USE, OR ALLEGED USE, OF THE AFFILIATE PROGRAM, LEADSMARKET.COM WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT THAT MAY INFRINGE UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL LEADSMARKET.COM BE LIABLE TO AFFILIATE OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH AFFILIATE’S MARKETING EFFORTS) IN ANY MANNER WHATSOEVER ARISING FROM AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM. WITHOUT LIMITING THE FOREGOING, LEADSMARKET.COM’S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE MONEY PAID BY LEADSMARKET.COM TO AFFILIATE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH DAMAGES.
The organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the LeadsMarket.com Website, Affiliate Program, Content, Data, Transaction Tracking Codes and Suppression Lists provided by LeadsMarket.com or any Advertiser are protected under applicable copyright, trademark and other proprietary or intellectual property laws. The usage, copying, redistribution or publication by Affiliate of any part of the LeadsMarket.com Website, Affiliate Program, Content, Data, Transaction Tracking Codes and Suppression Lists provided by LeadsMarket.com or any Advertiser, other than as contemplated in this Agreement, are strictly prohibited. Affiliate acquires no ownership rights to the LeadsMarket.com Website, Affiliate Program, Content, Data, Transaction Tracking Codes and Suppression Lists provided by LeadsMarket.com or any Advertiser. The availability of the LeadsMarket.com Website, Affiliate Program, Content, Data, Transaction Tracking Codes and Suppression Lists provided by LeadsMarket.com or any Advertiser does not constitute a waiver of any rights related thereto.
Affiliate agrees that LeadsMarket.com may use, in perpetuity and without prior approval, Affiliate’s name, company name and/or likeness, the Affiliate Website addresses and any associated information, in LeadsMarket.com’s marketing materials and press releases without compensation to Affiliate. Affiliate shall not create, publish, distribute or permit any written material that refers to LeadsMarket.com without first submitting such material to LeadsMarket.com and receiving LeadsMarket.com’s prior written consent, which LeadsMarket.com may withhold in its sole discretion. For this Agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), and information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (i) a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, processes, methodologies, trade secrets, customer and vendor lists, personally identifiable customer information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format; (ii) the material terms of this Agreement and any associated Advertisers or Advertising Campaigns; and (iii) any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement, or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers: (a) who must know such information for the Receiving Party to perform its obligations hereunder; and (b) who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Confidential information shall not include any information that the Receiving Party can verify with substantial proof: (1) is generally available to or known to the public through no wrongful act of the Receiving Party; (2) was independently developed by the Receiving Party without the use of Confidential Information; or (3) was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party. The information and services provided through the Affiliate Program and the Content are proprietary in nature and, by enrolling, Affiliate acknowledges Affiliate is not a competitor of LeadsMarket.com and agrees not to share this information with any competitors of LeadsMarket.com. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond. This Section shall survive any termination of this Agreement for a period of five (5) years, or for as long as that Confidential Information remains a trade secret under Nevada State law, whichever period is longer.
Affiliate recognizes that LeadsMarket.com has proprietary relationships with the affiliates, Advertisers and other third-parties that participate in the Affiliate Program (collectively, "LeadsMarket.com Partners"). Affiliate agrees not to circumvent LeadsMarket.com’s relationship with its LeadsMarket.com Partners, or otherwise offer, provide, contract for or otherwise perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by affiliates in the Affiliate Program for any LeadsMarket.com Partner during the term of this Agreement and for the one (1) year period following termination or expiration of this Agreement. Notwithstanding the foregoing, if Affiliate can show that any such LeadsMarket.com Partner already obtained such services from Affiliate prior to the effective date of this Agreement, then Affiliate shall not be prohibited from continuing such relationship.
Affiliate agrees to indemnify, defend and hold harmless LeadsMarket.com, its parents, affiliates and/or subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys, from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (i) Affiliate’s, or a Sub-Affiliate’s, breach of this Agreement and/or any representation or warranty contained herein; (ii) the Affiliate Websites, Affiliate Database, and/or Affiliate’s or any Sub-Affiliate’s marketing practices; (iii) any third party allegation or claim against LeadsMarket.com relating to a violation of any Laws and Regulations; (iv) any allegation that Affiliate or a Sub-Affiliate has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (v) any non-Advertising Campaign related content, goods or services offered, sold or otherwise provided by Affiliate on and through the Affiliate Websites, Affiliate Database or otherwise; (vi) any claim that LeadsMarket.com must pay any taxes in connection with Affiliate’s participation in the Affiliate Program; or (viii) Affiliate’s or any Sub-Affiliate’s participation in the Affiliate Program, in any manner whatsoever. You will promptly assume such defense with counsel reasonably acceptable to LeadsMarket.com upon written notice to you of such indemnifiable claim. LeadsMarket.com reserves the right to participate in the defense at its sole expense. You agree you will settle no indemnifiable claim without our prior written approval of LeadsMarket.com.
Affiliate shall immediately notify LeadsMarket.com in writing if Affiliate receives notice of any complaints, inquiries or investigations related to the Affiliate Websites, Affiliate Database, any Sub-Affiliates or any other violations for Affiliate’s or any Sub-Affiliate’s business whether or not Affiliate must indemnify LeadsMarket.com for such claim.
Affiliate agrees that LeadsMarket.com will not be liable or considered in breach of this Agreement for LeadsMarket.com’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions beyond LeadsMarket.com’s reasonable control and that LeadsMarket.com cannot overcome through exercising commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, LeadsMarket.com will give Affiliate notice and will use commercially reasonable efforts to minimize the impact of any such event.
This Agreement shall be treated as though it were executed and performed in Clark County, Nevada and shall be governed by and construed under the laws of Nevada (without regard to conflict of law principles). Any dispute arising out of or relating to this Agreement shall be resolved in a binding arbitration under the auspices of the American Arbitration Association in Clark County, Nevada under the then current Commercial Arbitration Rules of the American Arbitration Association. Besides all other rights and remedies a party may have, the prevailing party in any arbitration or legal action shall be entitled to an award of its reasonable attorneys' fees and costs. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. This binding arbitration provision shall not, however, prevent either party from seeking equitable or injunctive relief in a court of competent jurisdiction. Affiliate agrees that any unauthorized and/or unlawful use of the Affiliate Program would cause irreparable injury to LeadsMarket.com for which monetary damages would be inadequate. In such event, LeadsMarket.com shall have the right, besides other remedies available to it under this Agreement, to immediate injunctive relief against Affiliate without the need to post a bond. Nothing in this Agreement shall be construed to limit any legal remedies available to LeadsMarket.com. To the extent permitted by law, you agree you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy you may have against LeadsMarket.com and its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that LeadsMarket.com incurs in seeking such relief. This preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of your rights and remedies to pursue a claim individually and (ii) is an independent agreement.
If any Section or provision of this Agreement, or the application of such Section or provision, is held invalid by any court of competent jurisdiction, applicable statute or rule of law, then such Section or provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a Section or provision of this Agreement as though originally included herein. If the Section or provision invalidated is of such a nature it cannot be so adjusted, the Section or provision shall be deemed deleted from this Agreement as though such Section or provision had never been included herein. In either case, the remaining Sections and provisions of this Agreement shall be interpreted to reasonably affect the original intent of LeadsMarket.com and Affiliate. Section headings are included for convenience only and shall not affect the interpretation of this Agreement.
LeadsMarket.com and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. LeadsMarket.com’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any attempt by any individual, whether or not an Affiliate, to damage, destroy, tamper with, vandalize or otherwise interfere with the operation of the Affiliate Program, violates both criminal and civil law and LeadsMarket.com may diligently pursue any and all remedies against any offending individual or entity to the fullest extent permissible by law and in equity. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and LeadsMarket.com’s successors and assigns. Affiliate may transfer no rights and obligations under this Agreement. Any attempt to do so shall be deemed invalid and shall give LeadsMarket.com the right immediate to terminate this Agreement.
Affiliate agrees that by clicking on the button labeled "I Agree" or “Accept” or “Submit” (or such similar button as may be designated by LeadsMarket.com to accept this Agreement), Affiliate is submitting a legally binding electronic signature and is entering into a legally binding contract. Affiliate acknowledges that Affiliate’s electronic submissions constitute Affiliate’s agreement and intent to be bound by this Agreement. Under any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, AFFILIATE HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY LEADSMARKET.COM. Further, Affiliate waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or granting credits by other than electronic means.
For technical/general questions, please contact: firstname.lastname@example.org
LeadsMarket.com LLC (LeadsMarket.com) is serious about maintaining the highest quality leads in the industry. Therefore, LeadsMarket.com will only pay a fee for leads that comply with applicable international, federal, state or local laws, these Quality Control Guidelines, and that are not generated by fraudulent practices.
A valid lead (aka “action” or “user action”) is a lead with accurate and complete information (i.e., all necessary fields have been completed by the consumer). Valid leads must be from real people (consumers) who express a genuine interest in the offer. LeadsMarket.com will only pay for valid leads. The following Quality Control Guidelines must be met to generate a valid lead:
For all lead generation activity:
Examples of prohibited advertising language (these are examples only and are not exhaustive lists):
Regarding the promise of results or creating unjustified expectations, do not use the following or similar language:
Regarding qualifiers used to describe attorneys, you may refer to attorneys as “local” or “practicing in [specified area of law]”. Do not use works like “expert”, “specialist”, “certified”, “best”, “qualified”, etc.
Do not make statements regarding past success. For example, do not state “sponsoring DUI lawyers have helped thousands of people get out of DUI charges”.
Do not state or imply that LeadsMarket.com or its affiliates are a referral service. For example, do not state:
Offsets and Credits (for all lead generation activities):
If LeadsMarket.com pays for leads that are later deemed invalid or were generated in violation of these Quality Control Guidelines, such fees must be repaid to LeadsMarket.com on demand. LeadsMarket.com may withhold the payment of future money due as a credit against invalid or fraudulent leads for which payment was previously made.