Merchants are required to accept this Agreement before account activation can occur. 1) USE POLICY a) Membership: Membership in the Leadhound Network is subject to prior approval of Leadhound. Leadhound reserves the right to refuse service to any new or existing Merchant, in its sole discretion, with or without cause. Leadhound reserves the right to withhold approval of membership in the Leadhound Network. Leadhound reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Merchant or Website for any reason at any time, with or without notice to the Merchant and regardless of whether such Merchant or Website was previously accepted. b) Representation: Merchant represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website; (2) the Website is free of any virus or other any other device that could impair or injure any person or entity; (3) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Merchant is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (6) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Merchant grants Leadhound and the affiliate the right and license to transmit the Creative to the affiliates Website, and opt-in emails. c) Termination: Leadhound reserves the right to terminate any Merchant's relationship with the Leadhound Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Merchant agrees to immediately remove from his/her website Leadhounds html code for banner serving, or affiliate recruitment from Leadhound. d) Content: Leadhound reserves the right to refuse to affiliate with any Merchant. Leadhound does not accept Websites that produce or provide adult content. Leadhound does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Leadhound does not accept Websites that are: under construction, personal home pages, or do not own the domain they are under. This Agreement is voidable by Leadhound immediately if Merchant fails to disclose, conceals or misrepresents itself in any way. In addition, Leadhound may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Merchants that change their content after approval for membership must notify Leadhound of the changes in writing immediately. Notices should be sent to support@leadhound.com. e) Code: Leadhound codes must be not be modified from original format without consent from Leadhound. Merchant agrees to use the ad code provided for impression, click, lead, or sale tracking. Merchant can not alter, copy, modify, take, sell, reuse, or divulge any Leadhound computer code, except as is necessary to partake in the Leadhound Network, provided, however, with the prior approval of Leadhound, a Merchant may, in certain instances, modify the Leadhound computer code for purposes of inserting certain pre-approved language above or below an advertisement served by Leadhound. Requests for language approval should be sent to support@leadhound.com. f) Data Reporting: Leadhound is the sole owner of all website, campaign, and aggregate web user data collected by Leadhound. Merchant only has access to campaign data that is collected through the use of their inventory via the Leadhound Merchants area. g) Contact Information: Merchants are responsible for maintaining the correct contact and payment information associated with their account. This must be done online using the Merchant's account. Bank/service fees associated with returned or cancelled payments due to any error in the Merchant contact or payment information are the Merchant's responsibility, and will be deducted from merchants escrow pre-payment. 2) PAYMENT POLICY Merchants agree to make an initial deposit of $200 US Dollars, plus a non-refundable $800.00 network access fee. If you choose to pay your deposit by check your account will not be activated until your payment has been cleared. This payment is a deposit for services rendered. If the merchant chooses to close their account on Leadhound the remaining balance in their account will be refunded. payment rate is based on the total payout the Merchant set, Whatever rate the merchant decides upon Leadhound retains 30% of gross commission revenue, and pays 70% to affiliates. Leadhound reserves the right to set and negotiate specific payment terms on an individual basis. Affiliates will typically be paid within fifteen (15) business days after the end-of-month. Affiliates will be paid at the account level. All accounts will be settled in US dollars ($US). No checks will be issued for any amounts less than $50US. Every Merchant account must have a unique taxpayer identification number (TIN), or Social Security Number. Merchants cannot refer themselves as a Merchant or as an Affiliate. Groups of Merchants cannot refer each other. All payments are based on actuals as defined, accounted and audited by Leadhound. In no event will payments be made on affiliate accounts that have not provided proper tax identification information. Leadhound will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. A $49.95 monthly fee will be applied to all merchant accounts that do not generate any revenue on our network for a period of 30 days. Leadhound accounting methods allows merchants to carry a negative balance after the initial $200 deposit has been spent. When an account balance drops below a $100 credit, Leadhound is design to notify merchants a weekly account statement via email. Merchants are required to clear any negative balance before the end of each calendar month. You give permission to Leadhound to charge any negative balance on your account 10 days after the end of each calendar month. 3) LIABILITY POLICY a) Indemnification: Merchant is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Merchant Websites and/or (ii) any content or material to which users can link through the Merchant Websites (other than through an advertisement supplied by Leadhound). Merchant hereby agrees to indemnify, defend and hold harmless Leadhound and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Merchant Websites (except for advertisements supplied by Leadhound); (b) arising out of any material breach by Merchant of any duty, representation or warranty under any agreement with Leadhound; or (c) relating to a contaminated file, worm, virus, or Trojan horse originating from the Merchant Websites (other than through an advertisement supplied by Leadhound). b) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services. c) Warranty Disclaimer: Leadhound and its users do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Leadhound, services provided thereunder, or any output or results thereof. Leadhound and its users specifically disclaim any implied warranty of merchantability or fitness for a particular purpose. d) Limitation of Liability: Neither Leadhound nor its userss will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Leadhound or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative. 4) GENERAL a) Applicability: In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Leadhound nor Merchant shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Leadhound website Merchant interface are explicitly bound by this Agreement. b) Public Release: Merchant shall not release any information regarding Campaigns, Creatives, or Merchants relationship with Leadhound or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Leadhound. Leadhound shall have the right to reference and refer to its work for, and relationship with, Merchant for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Leadhound and Merchant. c) Remedy: If any Merchant violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, Leadhound reserves the right to withhold payment and take appropriate legal action to cover its damages. d) Audit: Leadhound shall have the sole responsibility for calculation of Merchant earnings, including Impressions and click through numbers, leads, and sales. In the event Merchant disagrees with any such calculation, a written request should be sent immediately to Leadhound. Leadhound will provide Merchant with an explanation or adjustment of the numbers which shall be final and binding. Merchant must report any disputes within 10 days after the end of the previous month. e) Modifications: Leadhound reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to the Leadhound Merchant Agreement within 10 business days from the date of change. Leadhound will post any changes to this Agreement in the Merchant area of the Leadhound Website.. f) Privacy: Merchant shall support Leadhound’s commitment to protect the privacy of the online community; such commitment is set forth in Leadhound’s Privacy Statement, which is hereby incorporated into this Agreement. g) Governing Law: This Agreement will be governed by and construed in accordance with the laws of Australia. h) Ability to Enter into Agreement: By executing this Agreement, Merchant warrants that Merchant (or Authorized Representative of Merchant) is at least 18 years of age, and that there is no legal reason that Merchant cannot enter into a binding contract.