These terms and conditions, together with any previously posted amendments, schedules, attachments or exhibits (collectively the “Terms & Conditions”) govern your participation as a “Publisher” and member of the CPALead Affiliate Program (the “Affiliate Program”), a non-exclusive, online, performance-based marketing network sponsored by CPALead. (“CPALead.com”). As used herein, the terms “you” and “your(s)” shall refer to the corporate or individual entity owning, either directly or indirectly, the referring URL of each Publisher, and the term “Publisher” shall refer to a web site, e-mail or search engine marketer or other distributor of Offers, as defined below.

From time to time, CPALead may amend, supplement or replace entirely these Terms & Conditions by (i) posting updated Terms & Conditions or supplements, amendments or exhibits thereto (collectively the “Updated Conditions”) on the CPALead web site and (ii) if, in the reasonable judgment of CPALead, the Updated Conditions are material, notifying each affected party via e-mail at the address specified on the Account Information page of the CPALead web site. Thereafter, the Updated Conditions shall be deemed effective five (5) business days after the later of such posting or e-mail transmission (the “Effective Date”) AND you will be conclusively deemed to have consented to, and agreed to be bound by, the Updated Conditions UNLESS your termination notice is received by us prior to the Effective Date; provided, that no Updated Condition will affect your right to receive any Commissions earned by you prior to the Effective Date.

1. The Affiliate Program. CPALead solicits customers on behalf of its advertising clients (a “Client” or the “Clients”) through the placement of advertising offers (“Offers”) published by members of the Affiliate Program or their “Sub-Publishers,” as defined below. Offers may be banners, text links, graphical image files, transactional ads or other electronic promotions of a Client’s products and/or services that are published by members of the Affiliate Program.

1.1. Application. You may apply to join the CPALead Affiliate Program by completing the form insertions appearing on the Account Information page of the CPALead web site and then clicking the “Send Application” button. By clicking on the “Send Application” button you acknowledge that you have read, accepted and agreed to be bound by these Terms & Conditions, as they may be modified from time to time by any Updated Conditions.

1.1.1. Pre-Condition. As a condition to your membership, you represent and warrant, and covenant on an ongoing basis, that your web site: (i) does not violate any law or regulation governing (A) false or deceptive advertising, (B) sweepstakes or (C) gambling; (ii) does not contain any comparative advertising, trade disparagement or libelous, defamatory or infringing content; and (iii) does not contain any machine-readable code that could be unintentionally downloaded onto a recipient’s computer (such as a worm, virus, Trojan Horse or other self-executing computer program).

1.1.2. Ineligible Websites. Web sites that do not feature customer-friendly site navigation or contain content (including pornographic or hateful content) that CPALead, in its sole discretion, determines does not meet an acceptable commercial or aesthetic standard are not eligible for membership. If CPALead, in the exercise of reasonable discretion, determines your web site to be ineligible, all commissions, whether earned or unearned, shall be forfeit.

1.2. Membership. Your membership in CPALead’s Affiliate Program will commence on the date your application to join the Affiliate Program is submitted to CPALead, and will continue unless terminated by one of us. Membership is limited to the specific URL(s) provided by you to CPALead in the Account Registration section of the CPALead web site. Please note that CPALead reserves the right to terminate an existing membership in its sole discretion, for any reason or for no reason at all.

1.2.1. User Name and Password. Upon submission of your application, you will automatically be issued a user name and a password. Your use of these identifiers is limited only to you, and may not, under any circumstances, be distributed to any other person, including without limitation any Sub-Publisher.

1.3. Special Rules Governing Sub-Publishing. A member of the Affiliate Program may solicit non-member Publishers to distribute Offers (collectively “Sub-Publishers”), provided that each Sub-Publisher must agree specifically to be bound by the restrictions and conditions set forth in Sections 1.1.1, 1.1.2, 1.3.2, 1.4, 1.5, 2.1, 4 and 5.2.2.

1.3.1. Relationship among Publisher, Sub-Publisher(s) and CPALead. Each Sub-Publisher shall, for purposes of these Terms & Conditions, be deemed to be an agent of the Affiliate Program member, with the Affiliate Program member responsible in all respects for the activities of its Sub-Publishers. Any breach by your Sub-Publishers of these Terms & Conditions shall be deemed a breach by you. It is understood and agreed between you and CPALead that (i) CPALead is not and shall not be party to any agreement between you and any Sub-Publisher, (ii) you are not authorized to make any commitments on behalf of CPALead to any Sub-Publisher, including but not limited to any payment or other commitment by CPALead, and (iii) no license other than the license set forth in Section 2.2 may be extended by you to any Sub-Publisher.
1.3.2. No Third-Party Beneficiary Status. Nothing in CPALead’s permission to engage Sub-Publishers may be construed as extending to any Sub-Publisher the status of third-party beneficiary of any agreement between CPALead and you, including without limitation these Terms & Conditions.
1.4. Special Rules Governing E-Mail Campaigns. By accepting membership in the Affiliate Program you agree to refrain from originating, authorizing or participating in any non-consensual campaigns or promotions, whether by e-mail, telephone or otherwise, including but not limited to “spamming.” E-mail distribution may only be made to those recipients who have agreed in advance to receive such transmissions from you (i.e., “opted-in”).

1.4.1. In the event that CPALead or a Client receives a complaint from any recipient of an Offer transmitted by you, upon our request you will immediately provide us with appropriate records verifying that recipient’s consent to receive e-mail transmissions from you. Such records include, but may not necessarily be limited to, the Internet address of your opt-in/opt-out web site, the date of the recipient’s action and your privacy policy.

1.4.2. You may not use a Client’s name (including any abbreviation thereof) in the originating e-mail address line or subject line of any e-mail transmission. Your use of Offers in e-mails is further restricted by the provisions of Section 2 hereof.
1.4.3. No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.

1.4.4. Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. You may only use approved Subject Lines available in our login area or other Subject Lines for which you have documented approval from CPALead.

1.4.5. Email Ads Must Contain Clear Identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by "clear and conspicuous" means. For example by stating in the message body “This advertisement is brought to you by (Your Company)” Further, the sender must identify itself as the initiator and sender of the email including company name, email and physical address.

1.4.6. Effective Method of Opting Out of Future Mailings. Senders of commercial emails covered by the Act must give recipients an effective means of requesting not to receive future email ads from that sender. At a minimum the publisher must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functional unsubscribe link that must remain operation for 30 days from the date of the original email transmission.

1.4.7. All unsubscribe requests must be adhered to within 10 business from their receipt. You may not sell or Transfer an Email Address once someone has opted of receiving future communications.

1.4.8. No Random or Invalid Generation of Email Addresses. You are responsible for knowing the source of your email list. Email addresses may not be obtained by the use of a program for random generation of email addresses, and/or "scraping" web sites or online services. You must have full opt-in data for all recipients in your database.

1.5. Special Rules Governing Click-Through Deals. From time to time, a Client may request a campaign wherein payment is based not on customer conversion but on the number of recipients clicking on an Offer (a “click-through rate” or “CTR”).

1.5.1. For any CTR deal, you will not employ any device that has the effect of inflating the click-through rate, including but not limited to automatic page-spawning, automatic redirects, “robots” or incentives offered to any recipient.

1.5.2. CPALead reserves the right to audit any web site traffic at any time and for any reason, or no reason at all. Should CPALead determine, in the exercise of its reasonable business judgment, that you have employed any device to artificially inflate the click-through rate, (i) your membership in the Affiliate Program will be immediately terminated, (ii) any unpaid Commissions attributable to the subject CTR deal will be immediately voided, whether or not earned and (iii) upon demand, you will return to CPALead immediately any Commissions attributable to the subject CTR deal that had been previously paid.

2. Offers. You may use your user name and password to access the CPALead Offer Library. The CPALead Offer Library contains Offers along with associated commission schedules and restrictions or conditions specific to each Offer (including, but not limited to, restrictions on incentives that may be associated with any Offer) that may be downloaded by you only for the purposes described herein. Placement of any Offer shall be at your sole discretion, provided that, absent our specific written consent, which may be withheld for any reason or no reason at all, no Offer may be published in chat rooms or on message boards.

2.1. Integrity of Offers. You may not add, subtract or in any way alter or edit any Offer (including, for this purpose, any machine-readable code which may be a part of any Offer), nor may you make any use whatsoever of any Offer other than for the purposes of, and as contemplated by, this Agreement. Offers may only be published in accordance with the terms and restrictions associated therewith.

2.2. Limited License. CPALead hereby grants to you a limited, non-exclusive, non-transferable (except in accordance with Section 1.3.1), revocable, worldwide right to (i) download one or more Offers for posting on your web site and (ii) use, in connection with publishing such Offers, all copyrighted, trade or service marked or other protected intellectual property contained therein for the purposes described in this Agreement.

3. Compensation. CPALead will pay you commissions (“Commissions”) in the amounts, and at the times, set forth in the commission schedule associated with each Offer and posted in CPALead’s reporting system. Commissions will be payable only for Offers published by you that result in sales, leads or customer acquisition (as the case may be) for a Client, and only after the commissions have been “earned.” It is your responsibility to advise us immediately of any change in any of the information furnished by you as part of your application. In the case of CTR deals, Commissions will be specified in a specific schedule e-mailed to you.

3.1. When Commissions are Earned. Commissions will not be “earned” until CPALead receives payment from the Client. Notwithstanding the foregoing, CPALead may elect to advance to you commissions prior to those commissions having been earned. You acknowledge and agree that your receipt of commission payments prior to those payments having been earned is conditional and subject to CPALead’s right to demand return of unearned commissions for any reason or for no reason at all.

3.2. CPALead Records to Control. CPALead maintains records of all traffic passing over the Affiliate Program. CPALead’s records shall govern all interpretations made under this Agreement, including but not limited to the calculation of Commissions.

3.3. Minimum Commission Requirement For Regular Payment. CPALead shall not be obligated to make any payment of Commissions to you unless the aggregate amount of earned Commissions equal or exceed fifty dollars ($50.00). Any earned but unpaid Commissions shall carry over to the next regularly scheduled payment period.

3.4. Suspension of Payment. If CPALead determines, in the exercise of its reasonable business judgment, that you are in breach of any material term of this Agreement, CPALead will (i) use commercially reasonable best efforts to notify you promptly of such breach and (ii) suspend any payment of any earned but unpaid Commissions until such breach has been cured.

3.5. Payment Terms. Parties understand and agree that payment to affiliates, who have met the minimum commission requirement as stated above, for all earned commissions, will be sent to affiliates no later than 30 days after the end of the month in which commissions were earned.

3.5. CPALead Affiliate Commissions. Affiliates are encouraged to refer their associates to the CPALead program. CPALead offers affiliates a 5% commission on all sales generated through their referred associates through the CPALead network for the first 30 days that the referred affiliate has signed up and 2.5% thereafter. These commissions will be added to the affiliate account and paid out on the regular commission schedule.

4. Confidentiality. All information relating to your participation in the Affiliate Program, including but not limited to your unique user name and password, the identities of any CPALead Client, CPALead’s commission rates and pricing strategies, any calculation of amounts paid to you hereunder and the number of sales, leads or customers acquired by you for any Client, shall be considered proprietary information of CPALead, shall be held in strictest confidence by you and will not, without the prior written consent of CPALead, be disclosed by you to any other person, in any manner whatsoever, in whole or in part, and will not be used by you directly or indirectly for any purpose other than confirming the correctness of the commission calculation.

4.1. Ownership and Proprietary Nature of Data and Reports. All data, including but not limited to campaign results, user data, statistical information, traffic analysis or other data produced or provided by you, shall be deemed to be the property of CPALead.

4.2. Use of Personal Data. CPALead currently uses and plans to continue to use some or all of the data collected through the operation of the Affiliate Program in an aggregate manner (i.e. information aggregated into demographic data, and not personally identifiable). The use of personally identifiable user data will be governed by CPALead’s privacy policies, as posted on CPALead’s web site and as modified from time to time.

5. Covenants

5.1. Covenants of CPALead. CPALead covenants and agrees to use its commercially reasonable best efforts: (i) to provide, monitor and maintain the necessary technology applications required to link you to the Client Web sites; (ii) to provide you with Offers in appropriate format; and (iii) to provide changes to Offers or cancellations as quickly as is commercially feasible in advance of requested change date or time.

5.2. Your Covenants. You covenant and agree to use your commercially reasonable best efforts: (i) to continue to operate and maintain your distribution channels (including any web pages where any Offer appears) in a manner consistent with the intent and purpose of this Agreement; (ii) to place Offers in your distribution channels in accordance with the terms set forth in this Agreement; (iii) to respond to any change notice promptly and, in any event, within one business day from CPALead’s transmission of such change notice to you; and (iv) to maintain your customer list in a manner that conforms with best practices of opt-in solicitation and privacy policies. You further agree to advise us immediately of any changes to any of the information you provided at the top of this Agreement.

5.2.1. Limited Promotional License. You hereby grant CPALead a limited, non-exclusive, revocable, worldwide license for the term of this Agreement to use, reproduce and distribute your company name and logo for use in our promotional materials.

5.2.2. Non-Competition. You shall not, during the term of this Agreement and for three (3) months thereafter, implement any cost-per-action (“CPA”) agreements with any Client with whom you did not have a previously existing CPA agreement.

6. Termination. This Agreement may be terminated by either of us at any time and for any reason or for no reason at all. Termination may be effected by delivery to the non-terminating party of appropriate notice, delivered via e-mail, fax or other means of public communication, and will be effective on the earlier of (i) receipt by the non-terminating party or (ii) three (3) business days following the sending of the termination notice.

6.1. Responsibilities Following Termination. Immediately upon termination, you will (i) remove any and all Offers from any web site owned or operated by you and/or (ii) suspend any e-mail campaign that has not already been sent. As a precondition to receiving any earned but unpaid compensation you will certify to us, via e-mail, that this condition has been met within two (2) business days following termination.

7. Liability Policies.

7.1. Warranties. NO WARRANTIES ARE MADE BY EITHER OF US AS TO THE SERVICES OR TECHNOLOGY DESCRIBED IN THIS AGREEMENT AND EACH PARTY HERETO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AS IT RELATES TO THE TECHNOLOGY AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.

7.2. Limitation on Damages. Neither of us shall be liable to the other for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses (including lost or imputed profits), costs or expenses of any kind arising out of these Terms & Conditions or your participation in or termination from the Affiliate Program, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Except for liabilities resulting from willful misconduct or recklessness, any liability of one of us to the other shall not exceed the total amount of the Commissions actually paid by CPALead to you with respect to your participation in the Affiliate Program.

7.3. Indemnification. Each party hereto agrees to indemnify and hold harmless the other party and each of its agents, officers, directors and employees against all liability to third parties resulting from the acts, or failure to act, of such indemnifying party, or any acts of its customers or users.

7.3.1. You agree to indemnify CPALead, without limitation, for any costs, charges, fines, expenses, settlements or other liabilities resulting from any violation, intentional or otherwise, by you or any of your Sub-Publishers of the undertakings, responsibilities, covenants, representations and warranties contained in Sections 1.3, 2.1, and 7.1.

8. Dispute Resolution. In the event of disputes between us arising from or concerning in any manner the subject matter of these Terms & Conditions or your participation in or termination from the Affiliate Program, we shall first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in Victoria BC, Canada. Thereafter, if mediation cannot resolve the dispute(s), we shall bring the dispute(s) for resolution through binding arbitration by a single arbitrator. The arbitration shall be held in Victoria BC, Canada, and the decision reached by such arbitrator shall be entered as a judgment in any court of competent jurisdiction. The prevailing party in any dispute between the parties arising from this Agreement or other matter shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such dispute.

9. Miscellaneous.

9.1. Integration, Severability & Governing Law. Subject to any past or future publication of Updated Conditions, your account information (including but not limited to your record of submission) and these Terms & Conditions (including any Updated Conditions) are the sole and complete agreement covering the subject matter hereof. Any provision of deemed unenforceable by a competent court of jurisdiction may be deleted, leaving the remainder of the agreement operable and in effect. This agreement is made in accordance with and governed by the laws of the State of Wisconsin, USA.

9.2. Transferability. Your right to participate in the Affiliate Program is non-transferable, except in the event of a sale of all or substantially all of your assets or stock as part of an acquisition or merger, including any reorganization or reincorporation. CPALead may transfer its rights to the Affiliate Program without restriction.

9.3. Public Statements. Any press release or other public announcement by you regarding your participation in the CPALead Affiliate Program shall require the prior approval of CPALead.

9.4. Force Majeure. Neither of us shall be deemed in default of these Terms & Conditions to the extent that performance of our obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

9.5. Relationship. The relationship between us established by these Terms & Conditions is that of non-exclusive independent contractors. Neither of us may represent to any third party, or otherwise be deemed to be, an employee, agent, partner or joint venturer with respect to the other.

9.6. Notices. Unless otherwise specified herein, any notice, communication or statement relating to these Terms & Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the address of the respective party as indicated above.

9.7. Waiver. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under these Terms & Conditions shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.

9.8. Survival. Sections 3.2, 4, 6.1, 7.2, 7.3 and 8 shall each survive the termination of your participation in the Affiliate Program.

9.9. Corporate Authority; Non-Breach. Each party represents and warrants to the other that: (i) such party has all necessary right, power and authority to agree to these Terms & Conditions and to perform its obligations hereunder; and (ii) nothing contained in these Terms & Conditions or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws and (iii) the performance of either party’s obligations under these Terms & Conditions shall not infringe or violate upon the Intellectual Property or privacy rights of any third party.

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