Last updated: 01/08/2018
These Affiliate Terms and Conditions (“Agreement”) contains the terms and conditions that govern your participation in the LEAD EMBLEM Affiliate Program (the “Program”). All references herein to “we” “us” or “LEAD EMBLEM” mean LEAD EMBLEM, LLC, with offices at 3616 Kirkwood Highway, Suite A #1129, Wilmington DE 19808. All references herein to “you,” “your” or “Affiliate” means the person or business entity whose name appears on the application (“Application”) to participate as an Affiliate in our Program. Either party herein may be referred to as “party” or together as “parties.”
BY COMPLETING AND SUBMITTING AN APPLICATION TO PARTICIPATE IN THE PROGRAM, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST AGE 18 (OR THE AGE OF MAJORITY IN YOUR STATE, PROVINCE OR COUNTRY OF RESIDENCE) AND ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS. IF YOU ARE SIGNING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
Additional terms and conditions may apply to your participation in the Program, which LEAD EMBLEM may publish and update from time to time on the administrative website used by LEAD EMBLEM to manage and track the Affiliate Program (“Affiliate Admin Site”) which are hereby incorporated herein and made a part of this Agreement.
- Application to Participate; Ongoing Responsibilities.
This Agreement is effective as of the date that you electronically submit your Application to participate in the Program, provided that this Agreement shall become null and void if LEAD EMBLEM denies your Application for any reason. You may re-apply at any time if we reject your Application. Participation in the Program is subject to LEAD EMBLEM’S prior approval. LEAD EMBLEM reserves the right to deny your Application, in its sole discretion, with or without cause. If we accept your Application and later determine that acceptance was granted in error or for any reason at our discretion, we may immediately terminate your participation in the Program upon notice to you.
Upon LEAD EMBLEM’S approval of your Application, you will receive an account identifier and password (“Account”) to access the Affiliate Admin Site and/or other applications to participate in the Program. Upon termination of this Agreement for any reason, LEAD EMBLEM will disable your Account. You are solely responsible for all activities that occur under your Account.
You will ensure the accuracy of the information describing your online publishing and promotional activities as it exists in the Affiliate Admin Site and otherwise associated with your Account, including your email address and other contact information and identification of your web sites. We may, from time to time, send necessary communications relating to the Affiliate Program and this Agreement to the email address then currently associated with your Account. You will be deemed to have successfully received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
- Terms of Payment
Subject to the terms and conditions of this Agreement, LEAD EMBLEM will compensate you for generating “Qualified Leads” for offers (“Offers”) promoted by advertisers and other marketing partners in LEAD EMBLEM’S network. A “Qualified Lead” means information about a consumer that meets lead criteria specified by LEAD EMBLEM in the Affiliate Admin Site. Qualifies Leads shall not include leads that are generated by fraudulent means or leads for consumers who cancel or return any orders. The final determination of whether a lead is a “Qualified Lead” is at LEAD EMBLEM’S sole discretion. Lead criteria may change without notice to you other than by being posted on the Affiliate Admin Site.
LEAD EMBLEM shall pay you a certain amount per lead as specified in an insertion order separately agreed to by you and LEAD EMBLEM for the specific campaign (“Insertion Order”). You must earn a minimum of One Hundred Dollars ($100) each month in order to receive payment for leads generated that month. In the event that you do not reach this minimum monthly threshold, the earnings for that month will be held over for payment to you following the end of the next month. Commission fees will be calculated as per the terms agreed in the agreement and payment will be as per the terms agreed in the agreement.
LEAD EMBLEM will compile, calculate, and deliver to you data required to determine your billing and compensation (“Data”). In the event you dispute the number of Qualified Leads stated in the Data for which you may be paid, you must notify LEAD EMBLEM of such dispute within ten (10) days of receiving the Data with a detailed explanation of the rationale for the dispute, otherwise the Data will be deemed accurate and accepted as such by you without further right to dispute the accuracy of the Data. LEAD EMBLEM shall, in good faith, consider such documentation, but shall have final authority in determining the correct number of Qualified Leads. LEAD EMBLEM’S determination concerning the number of Qualified Leads shall be deemed final and binding on the parties.
There will be a banking fee of Thirty Dollars ($30.00) applied to International Wire payments under Five Thousand Dollars ($5,000.00). This banking fee will be deducted from your account balance.
There will be a banking fee of Thirty Dollars ($30.00) applied with any request to stop payment on a check and/or to issue a replacement check. This banking fee will deducted from your account balance or replacement check.
In the event this Agreement is terminated for any reason, you will be entitled only to commission on Leads earned through the effective date of termination. LEAD EMBLEM may withhold final payment for a reasonable time to ensure that the commission fees paid exclude any fraudulent, cancelled, or returned Qualifying Leads.
You may use various creative materials, emails, banner advertisements, hyperlinks, search terms, web pages, newsletters, and other advertising material created, approved and provided to you by LEAD EMBLEM, except as prohibited herein, to promote the Offers (collectively, “Advertising”). You shall not modify any Advertising provided to you by LEAD EMBLEM except with prior written approval from LEAD EMBLEM. In the event you develop, design, and/or create any Advertising, you must submit said Advertising to LEAD EMBLEM and receive written and signed consent for use same by an officer/manager of LEAD EMBLEM prior to using such Advertising.
Your Advertising and your web sites, email, and other media properties containing Advertising shall:
- Not infringe upon the personal property rights or intellectual property rights of any person or entity;
- Not contain racially discriminatory or hate-mongering content;
- Not contain gratuitous violence, obscenity, or profanity;
- Not contain material that is defamatory or libelous;
- Not promote any illegal activity including but not limited to the promotion of illegal gambling, illegal substances, software piracy, or hacking;
- Not spoof, or redirect traffic to or from any adult-oriented web sites;
- Be content-based, and not simply a list of links or advertisements, nor will the primary purpose of any web site be to generate revenue from advertisers;
- Be written in English and contain only English language content;
- Have a top-level domain name;
- Not offer incentives to users to click on advertisements, with incentives including without limitation awards or gifts of cash, points, prizes, “free” items, or contest entries;
- Be fully functional at all levels with no “under construction” sites or sections; and
- Not spawn pop-ups or exit pop-ups.
You will not transmit Advertising or engage in any other marketing conduct under this Agreement via text messaging, facsimile, or telemarketing (including, without limitation, by use of pre-recorded or artificial voice messages).
If you use any endorsements, testimonials, blogs, verbal statement, demonstrations, depictions, or other advertising message (collectively, “Testimonials”) that consumers are likely to believe reflects the opinions, beliefs, findings, or experience of you or any third party with respect to any Offer, the Testimonials must, in addition to any other requirements specified in the FTC’s Guide Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255 of the Code of Federal Regulations), disclose that you may be paid by LEAD EMBLEM for your Testimonial. You will not take any action that could reasonably cause any customer confusion as to your relationship with LEAD EMBLEM or any advertiser whose Offer you are promoting.
LEAD EMBLEM will provide initial tracking links for use with all Advertising. Affiliate is responsible for hosting all email creative materials and redirecting from hosted creative to LEAD EMBLEM’S tracking links. This is necessary to ensure that LEAD EMBLEM does not become blacklisted with any internet service provider for any perceived violations of any anti-spam laws due to Affiliate’s negligence or willful acts. In the event this occurs, Affiliate will protect, indemnify, defend, and hold harmless LEAD EMBLEM and all third parties from and against any and all losses, costs, claims demand, damages, and liabilities, including attorneys’ fees arising from Affiliate’s failure to redirect email creative materials from hosted creative materials.
You agree that you will not attempt in any way to alter, modify, eliminate, conceal, cookie stuff, traffic steal or otherwise render inoperable or ineffective LEAD EMBLEM’S site tags, source codes, links, pixels, modules or other data provided by or obtained from LEAD EMBLEM that allow LEAD EMBLEM to measure advertisement performance and provide its services. LEAD EMBLEM reserves the right to withhold commission payments from Affiliate’s accounts if fraudulent activity is suspected.
- Intellectual Property License.
LEAD EMBLEM hereby grants to you a personal, non-exclusive, revocable, non-transferable limited license to all intellectual property rights, owned and controlled by LEAD EMBLEM (including, but not limited to, copyrights, trademarks, and service marks) (collectively, “LEAD EMBLEM Marks”) only to the extent that such license is required for Affiliate to perform its obligations under this Agreement and only to the extent that such LEAD EMBLEM Marks were provided to Affiliate by LEAD EMBLEM. Nothing in this Agreement shall transfer ownership of any intellectual property owned and controlled by LEAD EMBLEM to you, nor grant any right or license other than the limited license stated above. Such license shall terminate upon termination, for any reason, of this Agreement.
- Limitation of Liability; Disclaimer of Warranties.
THE PROGRAM, LEAD EMBLEM WEB SITE, AFFILIATE ADMIN SITE, ANY PRODUCTS AND SERVICES OFFERED THROUGH LEAD EMBLEM, THE OFFERS, LEAD EMBLEM.COM DOMAIN NAME, OUR TRADEMARKS AND LOGOS (INCLUDING THE LEAD EMBLEM MARKS), AND ALL TECHNOLOGY, SOFTWARE, MATERIALS, DATA, OR IMAGES PROVIDED OR USED BY OR ON BEHALF OF US OR OUR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “PROGRAM OFFERINGS”) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PROGRAM OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PROGRAM OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. LEAD EMBLEM WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. WE MAY DISCONTINUE THE PROGRAM OR PROGRAM OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE PROGRAM OR OTHER OFFERINGS, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT IN ANY WAY THAT THE PROGRAM OR OTHER OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. LEAD EMBLEM SHALL NOT BE LIABLE FOR ANY ACTS OF ADVERTISERS, CONTENT PROVIDERS, AFFILIATES AND/OR ANY OTHER THIRD PARTIES WHOSE CONTENT OR OFFERS APPEAR ON LEAD EMBLEM’S WEB SITES AND/OR IS MADE AVAILABLE TO YOU THROUGH OUR SERVICES, NOR THE CONTENTS OF ANY OTHER ADVERTISEMENTS, WEB SITES OR WEB PAGES. IN NO EVENT SHALL LEAD EMBLEM BE RESPONSIBLE FOR ANY LOST PROFITS OR LOST REVENUE, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, LEAD EMBLEM SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM CONDITIONS BEYOND LEAD EMBLEM’S CONTROL AND IN ANY EVENT, LEAD EMBLEM’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY LEAD EMBLEM TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.
- Fraudulent or Unlawful Activity in Connection with Lead Generation.
LEAD EMBLEM reserves the right to monitor your activities with respect to your participation in the Affiliate Program, including but not limited to web sites or other media properties displaying Advertising, including monitoring for false leads and for marketing practices that violate the terms and conditions of this Agreement and/or any applicable laws and/or regulations. If LEAD EMBLEM suspects fraud or unlawful conduct on your part, you acknowledge that it is your responsibility to prove to the satisfaction of LEAD EMBLEM that no fraudulent or unlawful activity has occurred.
If LEAD EMBLEM detects fraud or unlawful conduct, your account will be made inactive pending further investigation and all commission payments will be held until such time as LEAD EMBLEM determines that no fraudulent activity has occurred.
If you fraudulently or unlawfully create leads as determined by LEAD EMBLEM in our sole discretion, you will forfeit your entire commission for all leads and this Agreement will be terminated.
You acknowledge that if you receive notice from or on behalf of LEAD EMBLEM that fraudulent or unlawful activity may be occurring on your web sites or emails displaying Advertising, or any other marketing activity, and you do not take any or adequate actions to stop such fraudulent or unlawful activity, then you shall be solely responsible for all associated costs and legal fees resulting from the fraudulent activity.
LEAD EMBLEM reserves the right to report all known and/or suspected fraudulent or unlawful conduct by any Affiliate to interested parties and to make such conduct public. You agree not to hold LEAD EMBLEM liable for any consequences of such reports. You acknowledge that it shall be in LEAD EMBLEM’S sole discretion to determine whether or not fraudulent conduct has occurred or is suspected and to whom the conduct may be reported.
LEAD EMBLEM has the right to audit leads submitted by you, at your expense, if LEAD EMBLEM suspects that you are submitting fraudulent or unlawful leads.
- General Representations and Warranties; Indemnification.
You represent and warrant that:
You will provide a list of all websites directly controlled (including but not limited to those which You own, sites which have been licensed to You and/or sites over which You have physical control) by You to LEAD EMBLEM, which is incorporated herein by reference (“Controlled Sites”). All Leads presented to LEAD EMBLEM must originate from such Controlled Sites. Should any Leads originating from any site other than a Controlled Site be presented to LEAD EMBLEM by You, LEAD EMBLEM shall deny payment (or deduct from Your account, as applicable) of all fees, commissions or other payments, for such Lead, at LEAD EMBLEM’s sole discretion. Further, should any Leads originating from any site other than a Controlled Site be presented to LEAD EMBLEM by You, LEAD EMBLEM may immediately terminate all IOs and/or any other contracts or agreements between LEAD EMBLEM and You.
You are now and will continue throughout the term of this Agreement to be in full compliance with all local, state, and federal laws, rules, and regulations applicable to your business and your participation in the Affiliate Program. You must conduct all marketing and other activities related to this Agreement in compliance with all applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission Act (“FTC Act”), the CAN-SPAM Act, Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the Telephone Consumer Protection Act, and all other applicable federal and state laws, regulations, and guidelines. If any such laws, regulations, or guidelines are amended or modified, in whole or in part, then you shall comply fully with all applicable requirements thereof, on and after the effective date of any such amendment or modification.
You have obtained any and all necessary permits, licenses, or other authorizations required by any law, regulations, or government or regulatory authority for your business as presently conducted or as may be conducted during the term of this Agreement.
You will adhere to the “Online Lenders Alliance Best Practices” which may be accessed via www.onlinelendersalliance.org.
You will adhere to the “LEAD EMBLEM STATEMENT OF POLICY & RULES GOVERNING TEXT MESSAGING BY THIRD PARTIES” described below.
Unless otherwise disclosed to LEAD EMBLEM, you are not presently the subject of any investigation or prosecution by the Federal Trade Commission or any other federal or state governmental or regulatory body or agency in connection with your products or services and, to the best of your knowledge, no such investigation or prosecution is threatened.
You have disclosed the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government or private investigations or lawsuits involving you and/or the officers, directors, or principals of your company to LEAD EMBLEM prior to completing your online application via the Affiliate Admin Site.
If you become involved or named in any action, investigation, complaint, or other proceeding by or before any governmental or regulatory authority, or any private party, you will immediately provide notice to LEAD EMBLEM of such action, investigation, complaint or other proceeding, in which event LEAD EMBLEM may terminate this Agreement immediately and without notice to you.
You agree to indemnify, defend, and hold LEAD EMBLEM harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related in any way to your (i) breach of the foregoing representations and warranties, and/or (ii) your breach of any other provision of this Agreement.
During the term of this Agreement and for a period of one (1) year thereafter, you may not enter into an Agreement with any party known to be a Third-Party Affiliate of LEAD EMBLEM with whom you had no business relationship which pre-existed this Agreement.
Electronic Mail Solicitations.
You are required to comply with the requirements of the federal CAN-SPAM Act as well was Federal Trade Commission regulations implementing the CAN-SPAM Act and any applicable federal state or local laws or regulations governing electronic mail. You are responsible for obtaining legal advice concerning the CAN-SPAM Act and other applicable laws and regulations. Consistent with the CAN-SPAM Act, LEAD EMBLEM requires you to abide by the following policies concerning electronic mail messages:
- The “FROM” line on all email transmissions must clearly and accurately identify the party whose products or services are being promoted by the email. LEAD EMBLEM prohibits placing any false or misleading information in the “FROM” line;
- All “SUBJECT” lines must be reasonably related to the subject matter;
- You shall ensure that all email disseminated to consumers pursuant to this Agreement contains a clear and conspicuous, functioning link or other web-based mechanism that allows the email recipient to unsubscribe from future emails from the party whose products or services are being promoted by the email. You shall provide LEAD EMBLEM the email address of any person who has unsubscribed from such emails within seventy-two (72) hours of such unsubscribe request.
- You shall include a clear and conspicuous statement in all emails that identifies the email as a commercial solicitation. This may be in the subject line, header, body or footer of the email; and
- You shall ensure that all emails that you send to consumers pursuant to this Agreement contain a valid postal address for the party whose products or services are being promoted by the email. This postal address should be listed at the top or bottom of each email.
You shall also comply with the following additional policies regarding commercial emails:
You may only deliver emails to individuals who have directly provided you with permission to receive email offers; as used in this document, permission means that the individual expressly agreed to receive commercial email solicitations sent on behalf of the party whose products or services are promoted in the email. You must keep records of such permission during the term of this Agreement and at least three (3) years after this Agreement terminates. Emails sent to individuals whom have not given their express permission to receive such offers will not be compensated, and the duty to prove said permission shall rest exclusively with the Affiliate.
In the event you receive a complaint regarding an email that you sent pursuant to this Agreement from a consumer, regulatory authority, or any other source, you must notify LEAD EMBLEM of the complaint within 24 hours after receipt and include a copy of the complaint and the following information:
- The web site or other means by which the recipient of email in question expressly agreed to receive such email messages;
- The date the recipient provided such consent (and the time if available); and
- The IP address from which the recipient signed up.
An Affiliate who violates LEAD EMBLEM’S CAN-SPAM Act compliance policy as set forth in this Agreement will be terminated at the sole discretion of LEAD EMBLEM without notice, and any commission fees pending will be forfeited. All decisions by LEAD EMBLEM are final. You acknowledge that it is LEAD EMBLEM’S policy to comply with investigations under the CAN-SPAM Act and other applicable laws.
As used herein, “Confidential Information” shall mean: (a) either party’s proprietary information; (b) information marked or designated by either party as confidential; (c) information otherwise disclosed by either party in a manner consistent with its confidential nature; (d) the terms and conditions of this Agreement; and (e) either party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to this Agreement, one party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Additionally, the Receiving Party will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Except as specified in Section 3 of this Agreement, nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Agreement. This Section 9 shall survive any termination of this Agreement for a period of three (3) years thereafter. The Receiving Party agrees that monetary damages for breach of confidentiality under this Section 9 may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.
- Dispute Resolution
Should a dispute arise between the parties (the “Dispute”), the Dispute shall be referred by each party to an officer/manager of their respective companies with authority to settle the Dispute and shall meet in an attempt to settle the Dispute.
If the officers/managers cannot resolve the Dispute, the Dispute shall be settled by arbitration as hereinafter provided.
Any Dispute must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted by a single arbitrator under the then-current commercial arbitration rules of the American Arbitration Association, provided that the arbitrator shall be chosen from a panel of arbitrators knowledgeable in the relevant law. The decision and award of the arbitrator shall be final and binding, and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held in Palm Beach County, Florida or in a mutually convenient place, and the award shall be deemed to be made in Florida. The arbitration must be conducted in Florida and judgment on the arbitration award may be entered into any court having jurisdiction thereof. In the event of arbitration of a Dispute, each party will pay its own attorney’s fees and other costs associated with arbitrating the Dispute.
- General Provisions
Term: The term of this Agreement will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Affiliates Agreement, any and all licenses you have with respect to this Agreement will automatically terminate and you will stop using the Program and LEAD EMBLEM Marks without delay, and you will promptly remove and/or delete any materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Program.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
Amendments: This Agreement may be amended or updated at any time by LEAD EMBLEM by posting such amendments or updates on LEAD EMBLEM’s website.
Relationship of Parties: The parties shall at all times be independent contractors with respect to each other in carrying out this Agreement, and nothing herein renders them partners, joint ventures or employer and employee. Each of the parties shall be solely responsible for its own employees in connection with performance under this Agreement, and all salary, wages, and benefits owed thereto.
Assignment: Affiliate may not assign or transfer this Agreement without the prior written consent of LEAD EMBLEM. LEAD EMBLEM may assign or transfer this Agreement at any time for any reason.
Headings: Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
Notices: All notices required by this Agreement shall be in writing and deemed to have been effectively given and received: (a) when transmitted, if sent by facsimile, provided a confirmation of transmission is produced by the sending machine or (b) when delivered personally or sent by express courier service. Notices shall be addressed to LEAD EMBLEM as follows: LEAD EMBLEM, Attn: Affiliate Marketing, Facsimile: 855-948-2832, Address: 3616 Kirkwood Highway, Suite A #1129, Wilmington DE 19808. Notices shall be sent to you using the address or email address provided on your Application.
Force Majeure: Neither party shall be liable for delay or failure to perform any of its obligations hereunder to the extent that such delay or failure arises from any cause beyond that party’s reasonable control. Performance times shall be considered extended for a period of time equal to the time lost because of such delay or failure. A party affected by force majeure shall promptly advise the other of the circumstances and shall seek to mitigate the impact of the force majeure as promptly as possible.
Entire Agreement: This Agreement constitutes the complete and entire expression of the agreement between you and LEAD EMBLEM pertaining to your participation in the Program, and shall supersede any and all prior agreements, whether written or oral, between the parties.
Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions and the Agreement shall continue in full force and effect.
- STATEMENT OF POLICY & RULES GOVERNING TEXT MESSAGING BY THIRD PARTIES
The following Statement of Policy and Rules Governing Text Messaging (SMS or MMS) by Third Parties (“Texting Policies and Rules”) apply to any third party working under any agreement or arrangement to generate personal loan and/or other leads (“Leads”) that may be acquired by LEAD EMBLEM, including but not limited to affiliates and publishers under direct agreement or arrangement with LEAD EMBLEM as well as sub-affiliates or sub-publishers under agreement with any Affiliate or other third party to generate such Leads.
AS A CONDITION OF YOUR INITIAL AND/OR CONTINUED ELIGIBILITY TO GENERATE LEADS FOR LEAD EMBLEM, YOU MUST SIGN THESE TEXTING POLICIES AND RULES AND DISTRIBUTE A COPY OF THESE TEXTING POLICIES AND RULES TO EACH INDIRECT AFFILIATE WORKING DIRECTLY OR INDIRECTLY WITH YOU.
You are solely responsible for ensuring that each Indirect Affiliate complies with these Texting Policies and Rules. You agree to indemnify, defend, and hold LEAD EMBLEM harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to your breach of these Texting Policies and Rules or arising out of or related to any breach of these Texting Policies and Rules made by any Indirect Affiliate working with or under you.
Policies and Rules
LEAD EMBLEM does not permit, condone, or otherwise authorize any Affiliate, Indirect Affiliate, or other third party to send text messages to generate Leads.
LEAD EMBLEM will not make payment to any Affiliate, Indirect Affiliate, or other third party that sends text messages to generate Leads.
LEAD EMBLEM reserves the right to monitor all Affiliate and Indirect Affiliate activities to ensure compliance with these Texting Policies and Rules. LEAD EMBLEM reserves the right to terminate immediately and without notice any agreement, arrangement, or relationship with any third party that violates these Texting Policies and Rules. Moreover, if required or requested by any law enforcement or other governmental authority or by any private party, LEAD EMBLEM reserves the right to identify any Affiliate, Indirect Affiliate, or other third party known or suspected by LEAD EMBLEM to be violating these Texting Policies and Rules in order to protect LEAD EMBLEM’S property or business or for any other reason, in LEAD EMBLEM’S sole discretion.
All Affiliates and Indirect Affiliates are responsible for complying with all federal, state, and local locals, rules, and regulations governing all of their marketing activities, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and Federal Communications Commission rules implementing the TCPA. Affiliate hereby understands and agrees that the TCPA makes it unlawful to use any automatic telephone dialing system to make any call or send any text message to any telephone number assigned to a cellular telephone service, unless the call is made for emergency purposes or with the prior express consent of the called party. See 47 USC § 227(b)(1)(a); 47 C.F.R. § 1200(a). Affiliate further understands and agrees that the TCPA provides private parties the right to sue any Affiliate or Indirect Affiliate responsible for violating its text messaging rules.
These Texting Policies and Rules supersede any prior agreements or arrangements between LEAD EMBLEM and Affiliates regarding text messaging.