TERMS AND CONDITIONS FOR AFFILIATES / PUBLISHERS

Revised: June 23, 2008

These terms and conditions govern your participation as an "Affiliate" and member of the LeadCounts Publisher Program, an online performance-based marketing network owned and operated by LeadCounts. Only website(s) given express approval by LeadCounts are permitted to use the program. LeadCounts reserves the right to refuse or deny approval to any applying affiliate for any reason whatsoever.

By becoming an LeadCounts affiliate, you hereby acknowledge and agree to the Terms and Conditions in this agreement. Any affiliate who is in violation of these Terms and Conditions may be subject to account termination and withholding of payment.

LeadCounts may change these Terms and Conditions from time to time. Any material changes to these Terms and Conditions will be deemed effective 1 business day after the change has been posted and an email notification has been sent , and you will be deemed to have consented to and agreed to be bound by these updated Terms and Conditions conclusively unless you post a notice of termination before the Effective Date. This agreement covers any insertion orders or additional contracts. Your right to receive any earnings made prior to the effective date will not be affected by the updated Terms and Conditions.

Once approved as an Affiliate, either the Affiliate or LeadCounts may terminate this contract without cause by giving 3 days written notice.

I. Applying to our Program

To be eligible for LeadCounts Affiliate approval, you represent and warrant that - on an ongoing basis - your website(s) and newsletter(s) meet the following criteria:

a) Does not violate any law or regulation governing false or deceptive advertising, sweepstakes, spam and gambling.
b) Is written in English and contains English-only content.
c) Is for United States and Canadian traffic only, and where indicated, for the EU, specific countries within the EU or Australian traffic only, with any other exceptions requiring express written approval by LeadCounts.
d) Has a top-level domain name, is completed (not "under construction") and receives 1,000 unique page views per month.
e) Cannot offer incentives to users for clicking on ads (PTC). Incentives may include cash, points, prizes and contest entries.
f) Does not send unsolicited commercial messages through email (ie. spam) or on forums, online bulletin boards or chatrooms, mentioning offers promoted by LeadCounts.
g) Cannot offer payment terms that are more than once monthly and any earlier than Net 15, if a cash incentive site.

Your approval and payments may be forfeited and denied if LeadCounts, determines your website(s) to be displaying unsuitable content. The content of your web properties shall not contain the following:

a) Explicit, vulgar or obscene language; or hate-mongering and other objectionable content.
b) Pornographic images or speech, phone sex and escort services, or nudity.
l) Any form of traffic from adult-related websites as an incentive or method of gaining traffic to LeadCounts campaigns.
c) Infringements on any property rights or copyrights.
d) Gratuitous violence or profanity; or contains threats of physical harm to anyone.
e) Software pirating, hacking or phreaking.
f) Promotion of investment or money-making opportunities not permitted under law.
g) Promotion of illegal substances and activities.
h) Links to affiliate networks.
i) Promotion with deceptive or misleading practices, such as phishing or spyware.
j) Any promotion that may violate third party terms and conditions, including unauthorized use of a third party website for commercial gain or posting bulletins on non-owned accounts.
k) Libelous, defamatory, false, misleading or infringing statements.
l) Content that may bring LeadCounts and its Advertisers adverse publicity, or which would result in civil or criminal liability of LeadCounts and/or its advertisers.

In addition, the applicant must be a person above 18 years old and resident in the United States, Canada, the United Kingdom, Germany, France, the Netherlands or Australia. This person may represent some other entity, which must also be resident in the United States, Canada, the United Kingdom, Germany, France, the Netherlands or Australia. Additionally, applicants may not have a PO Box address. LeadCounts reserves sole judgment in determining exceptions. Affiliates are responsible for supplying correct contact information. If approved, the Affiliate is also responsible for advising LeadCounts of any changes in the information furnished as part of your application.

Upon submission of your application and upon approval of your membership, LeadCounts will provide you with a username and password whose use is limited to you. They may not be distributed to any other person, including sub-Affiliates, under any circumstances.

II. Service

LeadCounts will create, host and maintain creatives and links to offers provided by partnered clients. The LeadCounts offer library contains commission rates, descriptions, link and restrictions or conditions specific to each offer - and to the incentives associated with each offer, if present. Your usage of such materials are limited to the purposes of marketing the offers of partnered clients through the website(s) and newsletter(s) we have approved.

a) You may not add, subtract or alter any offer creatives, including any machine-readable code which may be a part of the offer.
b) You may only use approved links and creatives, as supplied and provided to you on your dashboard.
c) You may not attempt to use or access any offers that are not specifically allowed by the subscription and approval process.
d) You may not do any promotion via MySpace in any way.
e) Your media may noy copy or resemble the look and feel of the LeadCounts website, or create the impression that your media is endorsed by LeadCounts or its clients, without prior written permission.

LeadCounts grants you a limited, non-exclusive, non-transferable and revokable license to download one or more offers and all related creatives, links, and information for posting on your website(s) and newsletter(s). Included in this license is the right to use all copyrighted, trademarked and protected intellectual property therein for the purposes described in this agreement.

Affiliates may solicit non-member Affiliates (termed "sub-Affiliates") to distribute offers and creatives, provided that each sub-Affiliate agrees in writing to be bound by and subject to the restrictions and conditions set forth in this agreement. You may not solicit sub-Affiliates by providing resale of the use of or access to the service.

It is understood and agreed that any breach by a sub-Affiliate or user of your services shall be deemed a breach by you, and that LeadCounts is not part to any agreement between you and any sub-Affiliate. You are not authorized to make any commitment on behalf of LeadCounts, including any regard to payment or other commitment. This permission to engage sub-Affiliates does not extend the status of a third-party beneficiary to any sub-Affiliate of any agreement between LeadCounts and you, including these Terms and Conditions.

These additional program-specific terms shall apply to any relevant promotions by the Affiliate:

Email Campaigns: Affiliate must download and utilize the Suppression List provided for any emailed offers. Affiliate shall filter its email list by removing any entries appearing in the Suppression List, and will only send emails to the addresses that are NOT on the Suppression List. All optout requests should be forwarded to unsubscribe@LeadCounts.com. Failure to utilize the Supression List will be considered a breach of these Terms, and may result in possible legal action or any other rights or remedies available to LeadCounts pursuant to these Terms or otherwise.

Affiliate Network Campaigns: All Affiliates are prohibited from starting SubAffiliate's network (hereafter referred to as Third Party Affiliate(s) using our offers and creatives. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future offers of LeadCounts in the Network.

III. Compensation and Reporting

LeadCounts will notify you each time a consumer has completed all requirements necessary to receive a commission for each offer. LeadCounts will pay you commissions in the amounts set forth in the commission schedule associated with each offer and posted in the LeadCounts system. Payments shall be made to Affiliates THIRTY (30) days after the end of each calendar month and after receiving payment from the advertiser, only if payment due is above FIFTY (50) dollars. If the monthly amount does not achieve this minimum, it will be rolled over into the next month. Non-incentive Affiliates with quality traffic may be paid FIFTEEN (15) days after the end of each calendar month, but only with LeadCounts approval.

Any Affiliate requiring payment must turn in a signed and dated W-9 form (if US) or W-8 form WITH tax number attached (if Canadian or international). International users requiring check payment may incur a fee for courier service or postage to their country of residence. Paypal payments come with a possible fee of ONE (1) dollar and are acceptable up to a maximum of FOUR THOUSAND (4000) dollars; if an Affiliate's monthly payment is higher, they must accept check or wire payments.

Affiliates must deposit and clear all payments from LeadCounts within ninety (90) days of receipt. LeadCounts reserves the right to stop payment on any checks to Affiliates that have not been presented for payment within such ninety (90) day period. In such an event, LeadCounts shall have no further obligation to Publisher for such amounts.

Delinquent advertiser payments will be credited to the Affiliate in the same month that they are received. LeadCounts does not guarantee payment to the Affiliate in the event of advertiser non-payment.

LeadCounts shall be authorized to recover any commissions relating to:

a) Leads or sales returned or rejected by advertisers within ninety days of the date of generation.
b) Overpayment to publishers, duplicate entries or other bonafide errors.

You may not fraudulently add leads or inflate leads by fraudulent traffic generation (as determined solely by LeadCounts) or by engaging in the entry of consumer information without the consent of the actual Consumer. It is your obligation to prove to LeadCounts that you are not committing fraud. If LeadCounts notices extremely high click-through rates without solid justification, fraudulent leads as determined by our clients, or use any fake redirects or automation to generate extra leads, your account will be flagged. If found to be doing so, you will forfeit your commission for all programs and your account with LeadCounts shall be terminated. Similarly, LeadCounts shall terminate your account if found to be running disallowed offers or attempting to access such offers - including running offers with objectionable content without specific acknowledgement in your profile and permission from an affiliate manager. LeadCounts maintains records of all traffic passing through its system. These records will govern all interpretations made under these Terms and Conditions, including the calculation of commissions. You agree that LeadCounts reserves sole judgement in determining fraud.

Incomplete leads (which do not contain the data required by LeadCounts or its Advertisers) or Duplicate leads (which contain identical data to previous leads sent to LeadCounts or its Advertisers) may be rejected as well. You agree that LeadCounts reserves sole judgement in determining incomplete and/or duplicate leads.

Referrals and referral bonuses will be tracked and reported on a monthly basis. Other than these monthly updates, LeadCounts is not obligated to provide data regarding referrals at any other time, in regards for the privacy of the referree. At no point may a referral or referrer be added after a member has joined and been accepted. All referral bonuses are calculated only on successful payments to the referral(s), and are paid TWO (2) pay periods after the month in question. User referrals may be removed at LeadCounts's discretion.

If you are determined to be in breach of any term of this agreement, LeadCounts will use its best effors to notify you promptly of such breach and suspend payment of all commissions until the breach has been cured.

IV. Confidentiality and Ownership of Data

All information related to your participation as an LeadCounts Affiliate, including but not limited to your username and password, commission rates, identities of LeadCounts clients, pricing strategies, number of sales, leads or customers acquired for clients, shall be considered proprietary information of LeadCounts. You agree not to disclose any such confidential information to any third person, or use it for any other use whatsoever aside from all uses protected by this agreement. You also agree not to remove, export or re-export such information except in compliance with all applicable export laws and regulations of Canada and the United States of America. Any employee or third party given access to any such Confidential Information must have a legitimate "need to know" and shall be similarly bound in writing. At no time may this information be used to reverse-engineer or copy the composition of the underlying information, structure or ideas. Any attempt to do so will be considered a breach of contract.

LeadCounts agrees to provide, monitor and maintain the necessary technologies required to link Affiliates to client websites; provide creatives for each offer in appropriate and current format; and notify users of all data associated with their account, commissions and offers that is necessary for all uses approved under these Terms and Conditions.

V. Relationship of Parties

The Affiliate's relationship with LeadCounts will be that of an independent contractor. These Terms and Conditions and agreement do not construe the creation or constitution of a franchise, partnership or any other type of relationship between the parties. No party shall have the power to bind the other or incur obligations on the other's behalf without the other party's written consent. Each party retains exclusive rights, titles and interest to any and all elements of their respective websites and the look, feel and design of their services as they appear thereon. Any press release or other public announcement by you regarding your participation in the LeadCounts Publisher Program shall require the prior approval of LeadCounts.

VI. Termination

This agreement may be terminated by the Affiliate or LeadCounts, and will be effective within fourteen (14) days of the sending of the termination notice. Your account may be suspended or terminated if LeadCounts believe’s, at its sole discretion, that you have violated this agreement in any way. Upon termination, the Affiliate will have to remove any and all offers supported by LeadCounts from your website(s) and newsletter(s). If LeadCounts deems you still eligible to be paid earned but unpaid commissions, you must certify to LeadCounts via email that these termination conditions are met within five (5) business days following termination. Any such payment will be paid during the next billing cycle.

VII. Indemnity and Liability

You agree to indemnify and hold harmless LeadCounts, 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. In addition, you agree to indemnify LeadCounts for any and all costs, charges, fines, expenses, losses, suits, damage or liabilities arising from any violation by you and your sub-Affiliates of the limitations and obligations of these Terms and Conditions.

No party will be liable to the other for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind arising from your participation as an Affiliate with our publisher program - regardless of whether or not each party has been advised for the possibility of such damages, losses, costs or expenses. In no event shall LeadCounts's liability under this agreement, whether in contract, tort or other legal theory, be greater than the total amount paid by LeadCounts to the Affiliate hereunder.

No warranties are made by either party as to the services or technology described in this agreement, and each party hereto expressly disclaims any implied warranties of merchantablitiy, fitness for a particular purpose, title or noninfringement as it relates to the technology and services provided pursuant to this agreement. This statement expressly includes any reimbursement for losses of income due to disruption of service by LeadCounts or its upstream providers.

In the event of a dispute arising from or concerning the subject matter of these Terms and Conditions or your participation and termination from our publisher program, you agree to first attempt to resolve the dispute through good faith negotations. In the event that this is ineffective, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in City of Industry, AL. Any continuing litigation arising under this Agreement will be brought in the federal or state courts located in City of Industry, AL. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs incurred.

a) If any part of this agreement is deemed invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected.
b) Force Majeure: No party will be deemed in default of these Terms and Conditions to the extent that performance of obligations or attempt to cure any breach are delayed or prevented by reason of events beyond that party's reasonable control. Any party so affected shall be excused so long as such party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and such force majeure event does not extend beyond fourteen (14) days.

VIII. Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. The individual submitting this application certifies that she/he is authorized to act on behalf of Affiliate and that she/he, on behalf of Affiliate, has read and accepted the terms, conditions and disclosures associated with these Terms and Conditions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.

Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or confirmed electronic transmission; (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 herein; or (iv) in the event of material changes to this Agreement, notice shall be deemed effective upon posting at www.leadcounts.com/publishers. Copies of all notices shall be sent to info@leadcounts.coom