Last updated: 03/05/2018
These Affiliate Terms and Conditions (“Agreement”) contains the terms and conditions that govern your participation in the LEADFLASH Affiliate Program (the “Program”). All references herein to “we” “us” or “LEADFLASH” mean LEADFLASH, LLC, with offices at 6700 Broken Sound Parkway, Boca Raton, FL 33487. 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 LEADFLASH may publish and update from time to time on the administrative website used by LEADFLASH to manage and track the Affiliate Program (“Affiliate Admin Site”) which are hereby incorporated herein and made a part of this Agreement.
1. Application to Participate; Ongoing Responsibilities.
2. Terms of Payment
4. Intellectual Property License.
5. Limitation of Liability; Disclaimer of Warranties.
THE PROGRAM, LEADFLASH WEB SITE, AFFILIATE ADMIN SITE, ANY PRODUCTS AND SERVICES OFFERED THROUGH LEADFLASH, THE OFFERS, LEADFLASH.COM DOMAIN NAME, OUR TRADEMARKS AND LOGOS (INCLUDING THE LEADFLASH 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. LEADFLASH 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. LEADFLASH SHALL NOT BE LIABLE FOR ANY ACTS OF ADVERTISERS, CONTENT PROVIDERS, AFFILIATES AND/OR ANY OTHER THIRD PARTIES WHOSE CONTENT OR OFFERS APPEAR ON LEADFLASH'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 LEADFLASH 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, LEADFLASH SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM CONDITIONS BEYOND LEADFLASH'S CONTROL AND IN ANY EVENT, LEADFLASH’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY LEADFLASH TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.
6. Fraudulent or Unlawful Activity in Connection with Lead Generation.
7. General Representations and Warranties; Indemnification.
You represent and warrant that:
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 LEADFLASH with whom you had no business relationship which pre-existed this Agreement.
Electronic Mail Solicitations.
You shall also comply with the following additional policies regarding commercial emails:
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.
11. Dispute Resolution
12. General Provisions
13. 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 LEADFLASH, including but not limited to affiliates and publishers under direct agreement or arrangement with LeadFlash 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 LEADFLASH, 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 LEADFLASH 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