This agreement (“Agreement”) is entered into by and between LeadFlash LLC, a Florida limited liability company (hereinafter referred to as (“LEADFLASH”) and you (hereinafter referred to as “Publisher”). This Agreement governs any insertion order (“the Insertion Order”) for advertising and marketing services that may be provided by Publisher to LEADFLASH.

1. Term and Termination.

• This Agreement shall commence and terminate on the term dates indicated by an Insertion Order, if any, or until replaced by LEADFLASH with another agreement.
• LEADFLASH shall retain the right to terminate this Agreement and the Insertion Order, if any, at any time at LEADFLASH’s discretion upon notice to Publisher.
• Upon termination of this Agreement, for any reason, Publisher shall immediately cease any use of all links to any LEADFLASH web site and any of LEADFLASH’s proprietary materials, and will destroy or return any of LEADFLASH’s proprietary materials within Publisher’s possession or control. LEADFLASH will be entitled to injunctive relief and any other appropriate relief in the event Publisher fails to comply with the foregoing.

2. Terms of Payment.

• LEADFLASH will pay commission fees to Publisher for qualified leads. As used in this Agreement, a “qualified lead” must meet LEADFLASH’s standards which shall be determined at LEADFLASH’s sole discretion and may change without notice. LEADFLASH will not pay Publisher for non-qualified leads.
• LEADFLASH shall pay Publisher a certain amount per lead as specified in the Insertion Order or as published on LEADFLASH’s website. Publisher must earn a minimum of $100 each month in order to receive payment for leads generated that month. In the event the Publisher does not reach this minimum monthly threshold, the earnings for that month will go towards the payout for the following month. Commission fees will be calculated every month and payment will be issued within ten (10) days after calculation of the commission fees.
• LEADFLASH will compile, calculate, and deliver to Publisher data required to determine Publisher’s billing and compensation (“Data”). In the event Publisher disputes the number of qualified leads, it shall, within ten (10) days of receipt of the Data, provide notice of the dispute to LEADFLASH with a detailed explanation of the rationale for the dispute, otherwise the Data will be deemed accurate and accepted as such by Publisher without further right to dispute the accuracy of the Data. LEADFLASH shall, in good faith, consider such documentation, but shall have final authority in determining the correct number of qualified leads. LEADFLASH’s determination concerning the number of qualified leads shall be deemed final and binding on the parties.
• There will be a $30.00 bank fee applied to International Wire payments under $5,000.00. This $30.00 is deducted from Publishers account balance.
• There will be a $30.00 bank fee applied with any request to stop payment on a check and issue a replacement check. This $30.00 is deducted from Publishers account balance or replacement check.
• In the event this Agreement is terminated, Publisher will only be entitled to commission fees earned through the effective date of termination. LEADFLASH may withhold final payment for a reasonable time to ensure that the commission fees paid exclude any fraudulent, canceled, or returned qualifying leads.

3. Marketing.

• Publisher will use various creatives, emails, banner advertisements, hyperlinks, web pages, newsletters, and other advertising material made and approved by LEADFLASH to advertise LEADFLASH’s services (“Advertising”). Publisher shall not modify or create any Advertising. In the event Publisher wants to modify or create any advertising, Publisher must submit said Advertising to LEADFLASH and receive written and signed consent for same by an officer/manager of LEADFLASH. All email solicitations sent by Publisher to promote LEADFLASH’s services must comply with Section 7 of this Agreement.
• LEADFLASH will provide initial tracking links along with any Advertising. Publisher is responsible for hosting all email creative and redirecting from hosted creative to LEADFLASH’s tracking links. This is necessary to ensure that LEADFLASH does not become blacklisted with any internet service provider for any perceived violations of any anti-spam laws due to Publisher’s negligence. In the event this occurs, Publisher will protect, indemnify, defend, and hold harmless LEADFLASH and all third parties from and against any and all losses, costs, claims demand, damages, and liabilities, including attorney’s fees arising from Publisher’s failure to redirect email creative from hosted creative.
• Publisher agrees that any web sites, affiliated web sites, email distribution lists, or other media properties used to transmit the Advertising will meet the following criteria: (i) 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; (ii) be written in English and contain only English language content; (iii) have a top-level domain name; (iv) 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; (v) be fully functional at all levels with no “under construction” sites or sections; and (vi) not spawn pop-ups or exit pop-ups.
• Publisher agrees that it will not attempt in any way to alter, modify, eliminate, conceal, cookie stuff, traffic steal or otherwise render inoperable or ineffective LEADFLASH’s site tags, source codes, links, pixels, modules or other data provided by or obtained from LEADFLASH that allow LEADFLASH to measure advertisement performance and provide its service. LEADFLASH reserves the right to withhold commission payments from Publisher’s accounts if fraudulent activity is suspected.

4. Intellectual Property License.

• LEADFLASH hereby grants to Publisher a personal, non-exclusive, revocable, non-transferable limited license to all intellectual property rights, owned and controlled by LEADFLASH (including, but not limited to, copyrights, trademarks, and service marks) only to the extent that such license is required for Publisher to perform its obligations under this Agreement. Nothing in this Agreement shall transfer ownership of any intellectual property owned and controlled by LEADFLASH to Publisher, 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.

5. Limitation of Liability; Disclaimer of Warranties.

• LEADFLASH’s advertising spaces, services, and software are provided “as is” and “as available” and LEADFLASH disclaims all warranties of any kind, whether expressed or implied, including but not limited to the implied warranty of merchantability of fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. LEADFLASH shall not be liable for any acts of advertisers or content providers whose content appear on LEADFLASH, nor the contents of any advertisements, web sites or web pages, nor shall it be liable for such content. 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 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.

6. Fraudulent Activity in Connection with Lead Generation.

• LEADFLASH reserves the right to monitor Publisher’s use of LEADFLASH’s Advertising and Publisher’s web sites or other media properties displaying such Advertising, including monitoring for false leads. If LEADFLASH suspects fraud on the part of Publisher, Publisher acknowledges that it is its responsibility to prove to the satisfaction of LEADFLASH that no fraudulent activity has occurred.
• Publisher acknowledges and agrees that LEADFLASH’s determination as to whether Publisher has engaged in fraudulent conduct is final.
• LEADFLASH detects fraud, Publisher’s account will be made inactive pending further investigation and all commission checks will be held until such time as LEADFLASH determines that no fraudulent activity has occurred.
• If Publisher fraudulently creates leads as determined by LEADFLASH in its sole discretion, Publisher will forfeit its entire commission for all leads and this Agreement will be terminated.
• Publisher acknowledges that if it receives notice that fraudulent activity may be occurring on Publisher’s web sites or emails displaying Advertising, and Publisher does not take any actions to stop such fraudulent activity, then Publisher shall be solely responsible for all associated costs and legal fees resulting from the fraudulent activity.
• LEADFLASH reserves the right to report all known and/or suspected fraudulent conduct by Publisher to interested parties and to make such conduct public. Publisher agrees not to hold LEADFLASH liable for the consequences of such reports and acknowledges that it shall be in LEADFLASH’s sole discretion to determine whether or not fraudulent conduct has occurred or is suspected and to whom the conduct may be reported.
• LEADFLASH has the right to audit leads submitted by Publisher, at the Publisher’s expense, if LEADFLASH suspects that Publisher is submitting fraudulent leads.

7. Representations and Warranties; Indemnification.

Publisher represents and warrants that:

• It is 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 its business and Publisher’s performance of its obligations under this Agreement, including, but not limited to, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), state laws governing electronic mail messages, and all other laws, rules, and regulations enforced by the Federal Trade Commission or any other state or federal regulatory agency that has jurisdiction over Publisher’s business activities;
• It has obtained any and all necessary permits, licenses, or other authorizations required by any law, regulations, or government or regulatory authority for the conduct of Publisher’s businesses as presently conducted or as may be conducted during the Term of this Agreement;
• It is 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 its products or services and, to the best of its knowledge, no such investigation or prosecution is threatened;
• It has disclosed the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations involving Publisher, its officers, directors, or principals; and,
• If it becomes involved or named in any action, investigation, complaint, or other proceeding by or before any governmental or regulatory authority, or any private party, Publisher will immediately provide notice to LeadFlash of such action, investigation, complaint or other proceeding, in which event LeadFlash may terminate this Agreement immediately and without notice to Publisher.
• Publisher’s web sites, email, and other media properties containing Advertising shall:
• (i) Not infringe upon the personal rights, intellectual property rights, or copyrights of any person or entity;
• (ii) Not contain racially discriminatory or hate-mongering content;
• (iii) Not contain gratuitous violence, obscenity, or profanity;
• (iv) Not contain material that is defamatory or libelous;
• (v) Not promote any illegal activity including but not limited to the promotion of gambling, illegal substances, software piracy, or hacking; and
• (vi) Not spoof, or redirect, traffic to or from any adult-oriented web sites.

Publisher agrees 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 (i) breach of the foregoing representations and warranties, or (ii) any third-party claim arising from use of or access to any advertising produced pursuant to this Agreement.

8. Electronic Mail Solicitations.

8.1 Publisher is 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 state or local laws or regulations governing electronic mail. Publisher is responsible for obtaining legal advice concerning the CAN-SPAM Act and other applicable laws and regulations. Consistent with the CAN-SPAM Act, LEADFLASH requires Publisher 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. LEADFLASH prohibits placing any false or misleading information in the FROM line;
• All “SUBJECT” lines must be reasonably related to the subject matter;
• Publisher will 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. Publisher shall provide LeadFlash the email address of any person who has unsubscribed from such emails within seventy-two (72) hours of such unsubscribe request;
• Publisher 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
• Publisher shall ensure that all emails that it sends 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.

8.2 Publisher shall also comply with the following additional policies regarding commercial emails:

• Publisher may only deliver emails to individuals who have directly provided the publisher with permission to send email offers; as used in this document, permission means that the individual expressly agreed to receive commercial email solicitations sent on behalf of LeadFlash or that promote the products and services of the type LeadFlash. Publisher must keep records of such permission during the term of this Agreement and at least three (3) years after this Agreement terminates.
• In the event of Publisher receives a complaint regarding an email that it sent pursuant to this Agreement from a consumer, regulatory authority, or any other source, Publisher must notify LEADFLASH 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 I.P. address from which the recipient signed up.

8.3 A Publisher who violates LEADFLASH’s CAN-SPAM Act compliance policies as set forth in this Agreement will be terminated at the sole discretion of LEADFLASH without notice and any commission fees pending will be forfeited. All decisions by LEADFLASH are final. Publisher acknowledges that it is LEADFLASH’s policy to comply with investigations under the CAN-SPAM Act and other applicable laws.

9. Confidentiality

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 8 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 8 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.

10. Miscellaneous

No conditions other than those set forth in this Agreement and any Insertion Order whether provided by Publisher or by LEADFLASH, shall be binding on LEADFLASH. In the event of any inconsistency between any Insertion Order and the Terms and Conditions, the Terms and Conditions shall prevail. This Agreement and any Insertion Order (i) shall be governed by and construed in accordance with the laws of the State of Florida, Palm Beach County without giving effect to principles of conflicts law; (ii) may be amended only by written agreement executed by an officer of LEADFLASH, email correspondence from LEADFLASH, shall not be considered binding or a part of this agreement ; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. In the event of any legal action or other court proceedings being taken against either party by the other party, Palm Beach County, Florida will have jurisdiction and any proceedings must be conducted in Palm Beach County, Florida.

11. 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.

12. General Provisions

• 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 venturers 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: Neither party may assign or transfer this Agreement without the prior written consent of the other, which shall not be unreasonably withheld.
• 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) five (5) business days after the date of mailing; (b) when transmitted, if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (c) when delivered personally or sent by express courier service. Notices shall be addressed as follows:

         If to LEADFLASH:

         If to Publisher:

• 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 is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding the subject matter. This Agreement may not be modified except in writing signed by both parties.
• Severability: If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
• Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute on and the same instrument.

The parties agree that LEADFLASH shall be notified, in writing of any claims other than payment claims which are addressed in Section 2 of this agreement within thirty days from the end of the month from which they are alleged. Otherwise such claims shall be deemed waived and expired. If this clause is in conflict with any other clause of the agreement, this clause shall prevail. This provision shall survive the termination of this Agreement.