Affiliate Agreement

This Operating Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in Leadhound.com Affiliate Program (the "Program"). By participating in the Program, you agree to be bound by the terms and conditions of this Agreement.

1. Description of the Program If your application is accepted by us, you will be able to participate as a Affiliate ("Affiliate") of the Program. As an Affiliate, you will be permitted to establish links from your Web site ("Your Site") to Merchant Web sites at the locations designated by us ("Our Sites"). We will provide you with the appropriate URL(s) once your application has been accepted by us. By establishing links from Your Site to Our Sites, you will have the opportunity to earn commissions on impressions, clicks, leads, and sales when consumers follow the links from Your Site to Our Sites.

2. Applying to Become a Affiliate in the Program To become an Affiliate in the Program, you must submit a complete Program application via this site. We will evaluate your application and will notify you of our acceptance or rejection of Your Site as an Affiliate. We may reject your application if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason (including without limitation, because Your Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). If we reject your application, you are welcome to reapply to the Program at any time. You should understand that even if we accept your application, we may later determine (in our sole discretion) that Your Site is unsuitable, in which case we may terminate this Agreement.

3. Establishing Links from Your Site to Our Sites Once you have been notified that Your Site has been accepted into the Program, you may begin establishing links from Your Site to Our Sites as described in this paragraph. You may select one or more of Our Products, from a list that we specify, to feature on Your Site. You may change the selection of Our Products featured on Your Site at any time without our approval. For each of Our Products selected by you, you will display on Your Site the text, graphics, images, logos and other elements designated by us to be used in promoting Our Products ("Our Promotional Materials"). For example, if you promote subscriptions to our magazines, you may be required to display particular terms for the offer (e.g., the number of issues, the term, pricing) and/or materials to promote the magazine (e.g., cover images, excerpts of content). For each of Our Products selected by you, you will provide a link directly from the promotion on Your Site to the ordering page of Our Sites using the URL(s) designated by us. You will be responsible for the maintenance and placement of Our Promotional Materials on Your Site. You may not alter, modify or change in any way Our Promotional Materials without our prior written approval, and you will be responsible for any accuracies or other changes when posting Our Promotional Materials on Your Site. We may modify Our Promotional Materials at any time in our sole discretion, and you will make any such modifications promptly upon our request. You agree to immediately delete or remove Our Promotional Materials, along with any copies, from Your Site (or any other media under your control) upon our request or upon termination of this Agreement. You will be responsible for setting up the links connecting Your Site to the ordering page of Our Sites at the URL(s) designated by us, and for ensuring that the links are in good and working order.

4. Payment of Commission Fees for Qualifying Impressions, Clicks, Leads, or Sales We will pay you Commission fees ("Commission Fees") based on the payout structure specified by the Merchant in the details of their campaign. Merchants have the right to dispute any fees due for Impressions, Clicks, Leads, or Sales generated from your site. The Merchant must dispute any fees due no later then 10 days after the end of the calendar month. will review the data supplied from the Merchant, and at the sole description of decided if the fees are payable or should be deducted from your affiliate account. Payments to Affiliate are generated by check on the 15th of each month for the previous months activity. The minimum monthly payout is $50.00; if your commission balance is less than $50.00 your balance will be rolled over to the next month until your balance reaches the minimum $50.00 payment threshold. Leadhound.com records will be the determinative evidence that entitles you to the commission fees. These reports are in real time, and are subject to modification by staff without notice.

5. Order Processing We will be responsible for processing and fulfilling all orders for Our Products placed by customers who follow links from Your Site to Our Sites as described in this Agreement (including without limitation, preparing order forms, processing payments, shipping Our Products, cancellations and returns, and handling customer service). We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time.

6. Policies, Procedures and Pricing of Our Products Consumers who buy visit, or purchase a product or service from merchants regardless of whether the purchase is made through a link on Your Site to Our Sites or directly through Our Sites will be deemed to be the merchant’s customer. We may change our rules, policies and operating procedures at any time. You may not offer any discounts, rebates or premiums that would change the prices of a merchants products or services. The prices and availability may vary from time to time, and we do not guarantee the prices or availability of any merchants product or service.

7. Public Statements You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program. You may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Program without our prior written consent or except as expressly permitted.

8. Limited License We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use (a) the graphic image and phrase identified in Section 9 solely for purposes of identifying Your Site as a Affiliate of the Program in accordance with Section 9, (b) Promotional Materials described in Section 3 solely for purposes of establishing links between Your Site and Our Sites in accordance with Section 3, and (c) any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, "Our Proprietary Materials"). You may not alter, modify or change any of Our Proprietary Materials in any way. We reserve all of our rights (including without limitation, our copyright, trademark, patent or other intellectual property rights) in all of Our Proprietary Materials. We may revoke your license at any time by giving you written notice.

9. Responsibility for Your Site You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operate Your Site; creating, posting and maintaining the links from Your Site to Our Sites; the accuracy and appropriateness of materials posted on Your Site (e.g., Our Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on Your Site are not libelous or otherwise illegal). We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our Affiliates, subsidiaries and parent company, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys' fees) relating to the development, operation, maintenance, use, and materials of Your Site.

10. Term and Termination of the Agreement The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written or electronic notice of termination. Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from Your Site, all links to Our Sites and any of Our Proprietary Materials appearing on Your Site, and you will immediately destroy or return any of Our Proprietary Materials within your possession or control. We shall be entitled to injunctive relief in the event of your failure to comply with the foregoing. You are only eligible to earn Commission Fees on Qualifying Paid Impressions, Clicks, Leads, or Sales that occur during the term of this Agreement, and Commission Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Paid Orders are neither canceled nor returned. We may withhold your final payment for a reasonable time to ensure that the Commission Fees we pay to you exclude any canceled or returned Qualifying Paid Orders.

11. Modifications to this Agreement We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Our Sites or by sending you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Commission Fees, the amount of the Commission Fees, the payment procedures, and rules of the Programs. If any modification to this Agreement is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement or our written notice to you will constitute your binding acceptance of the change.

12. Relationship of the Parties You and we are independent contractors, and nothing in this Agreement will create any Affiliateship, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.

13. DISCLAIMERS WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR PRODUCTS, OR ANY OF OUR SITES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

14. LIMITATION OF LIABILITY WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES WILL IN NO EVENT EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

15. Governing Law and Jurisdiction This Agreement will be governed by the laws of the State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Orlando, Florida and you irrevocably consent to the jurisdiction of such courts.

16. Assignment You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Agreement shall be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns

17. Waiver Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

18. Entire Agreement This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by a written instrument signed by both parties.

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