This Publisher Service Agreement (the "Agreement") is made between FiveLead, a website owned and operated by RH International Limited, London, UK Corporation ("FiveLead"), and you, as a Publisher user of FiveLead service ("You", "Your", "Publisher", "Affiliate").
To be an authorized Publisher of FiveLead, you agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the FiveLead Service as a Publisher. By signing up for FiveLead, you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept this Agreement, you cannot use the FiveLead Services as a Publisher.
FiveLead respects the privacy of its users and promises not to disclose personal or business information to third party without the permission of you and Your Company. We will not sell your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information private, and it will remain as such. If you have any questions about your privacy rights, you can get in touch with our support team, you can call us at our customer care number and get in touch with one of our FiveLead Support team member. You can also write us at firstname.lastname@example.org or at one of our office address listed in contact us page.
The agreement is summarized as follows:
"Performance Marketing" occurs when e-businesses ("Merchants") and individual web sites that generates their own traffic ("Publishers") partner to drive traffic to the Merchant’s Website and the Merchant pays a reward or bounty when the Visitor referral results in a sale, lead, click, or other measurable action.
"Publisher" means a site that is rewarded for a legitimate sale, lead, click, or other measurable action by a Visitor, and uses the FiveLead Service to facilitate applications, tracking, reporting, and receipt of commission payment.
"Merchant" means a Web site that pays a reward for a legitimate sale, lead, click, or other measurable action by a Visitor, and uses the FiveLead Service to facilitate sign-ups, tracking, reporting, and issuance of commission payment.
"Visitor" means any person, or user that clicks on a Link to a Merchant’s Web site placed on a Publisher’s Web- site or completes the short co-reg form on Publisher’s website.
"Sale commission" means the Payout the Merchant agrees to pay for Visitors referred to the Merchant’s Web site that result in a sale of a product or service. The sale could occur at the time of the visit or at a later time, not exceeding 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Publisher’s site, then no Payout shall occur.
"Lead commission" means the Payout the Merchant agrees to pay for Visitors referred to the Merchant’s Web site that result in the Visitors performing an action defined by the Merchant. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers. The action could occur at the time of the visit or later, not to exceed 30 days. If an action occurs after 30 days and the Visitor has not returned through an authorized Publisher’s site, then no Payout shall occur.
"Click commission" means the Payout the Merchant agrees to pay for a valid click from a Publisher Partner’s site to the Merchant’s site that results in the Merchant’s Website being viewable to the Visitor. A click is deemed valid when it meets certain criteria as defined on the Website or in this agreement, which may change from time to time.
"Payout" means the amount sale commission, lead commission, or click commission established and agreed upon by FiveLead and the Merchant. The Payout may be expressed as a set amount or as a percent of sales.
"Commission" means the amount sale commission, lead commission, or click commission established and agreed upon by FiveLead and the Merchant. The Commission may be expressed as a set amount or as a percent of sales.
"Link" means a hyperlink placed on a Publisher’s site that, when clicked on, serves a Merchant’s Web site to the Visitor’s browser. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to the Merchant, and defined only through the Merchant’s program on FiveLead.
"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. Merchant may VOID transactions that are fraudulent, or in case of returned merchandise, duplicate transactions, or other valid reasons.
"Your Account" means a separate, specific account within the Service that is credited with Your Commissions and other earnings.
FiveLead has developed and operates a service (the "Service") which allows Websites to run and/or participate in Performance Marketing campaigns. You wish to become a Publisher of FiveLead and utilize the Service as a Publisher. As a Publisher of FiveLead, you will be establishing arrangements with third party organizations, called Merchants. All Publisher relationships established between you, the Publisher, and FiveLead Merchants, will be conducted and managed through the Service.
As a Publisher of the Service, you may place and remove Merchant links on Your site and in your (the) email messages at your discretion.
PUBLISHER PAYMENT You will receive a Commission for sending a Merchant authorized sales, leads, and/or clicks via Your links. In order to place links, first you need to be approved by a Merchant to become a Publisher of that Merchant’s program. You understand that the Payout amount may be changed at any time. This information is also available to you at the FiveLead Member’s Area. You are responsible for determining if the Payout for a Link you have placed on your site has changed or been discontinued. You receive the Commission from FiveLead. Payments are made automatically on the last day of each month when your account balance reaches USD 10 or equivelant or more for the previous months’ transactions. Money credited to Your Account does not accrue interest. In the event of a VOID by a Merchant, FiveLead may recover from you the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against your future earnings. You will NEVER be asked to send money to FiveLead.
SERVICE AND SUPPORT
FiveLead will provide support for the Service as indicated on the FiveLead Web site.
FiveLead reserves the right to send e-mail to you for the purposes of informing you of applicable changes or additions to the Service or any FiveLead related products and services.
CHANGES TO THE SERVICE
FiveLead reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, FiveLead will notify you via e-mail, newsletter or the FiveLead Web site at least 7 days prior to any such changes taking effect. At that time, you may either agree to such changes or withdraw from the Service.
To sign up as an Publisher of FiveLead and to use the Service as an Publisher Partner you must be at least 18 (eighteen) years of age.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN FiveLead: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, and SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, you will select a username and password combination that you use to access Your Publisher area within the Service. You shall provide FiveLead with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to your identity. You agree that FiveLead may rely on any data, notice, instruction or request furnished to FiveLead by you, which is reasonably believed by FiveLead to be genuine and to have been sent or presented by a person reasonably believed by FiveLead to be authorized to act on your behalf. You shall notify FiveLead by e-mail at email@example.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your username and password. You shall be responsible for maintaining the confidentiality of your username and password and you are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by you to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by FiveLead and referral to the appropriate law enforcement agencies.
links may not (will not) be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chat rooms or guest books. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link.
Points or reward campaigns for click or lead campaigns are NOT allowed. FiveLead RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF FiveLead. If you are terminated from the Service, FiveLead has the right to withhold money you earned within the Service or money that you owe within the Service and you will not be allowed to re-join FiveLead.
The Service, its operation, its use and the results of such use shall be performed in a competent manner. Fully PERMISSIBLE PURSUANT TO APPLICABLE LAW, FiveLead DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, FiveLead SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Publisher understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEBSITE OF PUBLISHER OR PUBLISHER CUSTOMER DATA FILES OR SYSTEMS OR CAMPAIGNS THROUGH (ACCIDENT,) FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
FiveLead OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE FiveLead SERVICE OR ANY INFORMATION PROVIDED ON THE FiveLead WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF CAMPAIGNS OR OTHER DATA, EVEN IF FiveLead OR A FiveLead AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. (BECAUSE, delete) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF ABOVE EXCLUSIONS DOES NOT APPLY ON YOU, IN SUCH JURISDICTIONS, FiveLead’s LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree that FiveLead, although the provider of the Service, has no responsibility or liability on (as a result of) your placement of authorized links from Your Web site. You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless FiveLead and its Publishers, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
FiveLead agrees to indemnify, defend, and hold harmless Publisher and its Publishers, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to FiveLead’s negligence or willful misconduct in performance of the Services or its breach of this Agreement.
FiveLead acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your Company. FiveLead agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of FiveLead or that becomes available to FiveLead from third parties without knowledge of FiveLead of any breach of fiduciary duty, or that FiveLead had in its possession prior to the date of this Agreement. FiveLead does not collect information about a Merchant’s customer transactions, other than what is passed on to us, through the installed tracking code and it is displayed on your transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. FiveLead reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis, as FiveLead deems appropriate.
OWNERSHIP AND LICENSES
You, the Publisher, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to you in any way.
A Merchant may immediately terminate your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that your use of the marks will not create, nor will you represent that you have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or your interest therein as a licensee, nor will you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising because of the use of the marks shall inure to the benefit of the Merchant.
FiveLead makes no representations whatsoever about any other Website which you may access through the Service. In addition, a link to a non-FiveLead Web site does not mean that FiveLead endorses or accepts any responsibility for the content or the use of such Website.
Publisher or FiveLead may assign this Agreement to any successor or Publisher upon notice to the other party and mutual agreement between both parties.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of the party.
This Agreement shall be governed by the law of England and Wales (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the courts of England & Wales and you consent to such jurisdiction.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed of both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.