Lead Police Affiliates

The Lead Police affiliate program offers marketers or companies in one of our industry categories an opportunity to generate income by referring new members to join. Commissions are paid for each new member referred to our website. All affiliates receive a unique log in and password to monitor their referrals and commissions earned.

Lead Police requires all affiliates to be Can Spam compliant.

If you are interested in becoming a Lead Police affiliate please fill out the contact form below and our Affiliate Manager will contact you shortly.

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Terms and Conditions:	AFFILIATE MEMBERSHIP AGREEMENT This Affiliate Membership Agreement is between LeadPolice.com (a 562 Media, Inc. Company), a California, U.S.A. corporation ("LeadPolice") and You ("You" or Your). If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity. This Agreement" refers to, individually and collectively depending upon the context, this Affiliate Membership Agreement. In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1 Registration, etc. 1.1 Registration. To use (or continue to use) any LeadPolice.com, you must provide LeadPolice with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information. 1.2 Verification. LeadPolice has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time. Please note that the verification of Your registration information, specifically, your name, address and Tax identification number, against a third party database may be considered under certain laws to constitute a "credit check. Notwithstanding that, your participation in the LeadPolice affiliate program as a Network Affiliate does not depend on Your credit worthiness or financial stability. LeadPolice is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual's credit history and personal financial information without first obtaining such individual's express prior authorization to do so. Please be advised that if any information is determined in good faith by LeadPolice to be misleading, inaccurate or untruthful, LeadPolice may restrict, deny or terminate Your account, Your access and use of, and/or any benefits derived from Your participation on, LeadPolice may also withhold payment of any commissions and/or other fees that may be or become due or payable to You, and may assess charges against such amounts for LeadPolice 's activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement. 1.3 Participation. To join the LeadPolice affiliate program, You must be an individual who is at least 18 years old or an entity, and must provide at Your expense your own computer equipment and Internet access. 1.4 Use of the Network. You may use LeadPolice.com only for business purposes and not for personal, household or family purposes. 2 Defined Terms 2.1 The following terms have the meanings indicated: Content means information, data, text, documents, software, music, sound, photographs, graphics and video. A "corporate affiliate" of a person is any other person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person. An end user means an actual or potential consumer, customer or other natural person. An "engagement" means any type of agreement or arrangement between a Network Merchant and any Affiliate that can be performed on or in relation to the Internet, including affiliate marketing, performance-based linking, insertion order, or any other type of agreement or arrangement. An entity means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." "Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto. A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site. "Lead Police Affiliate Program" means one or more of the websites operated by 562 Media, Inc and consisting of participating in a referral program in which the “affiliate” is compensated for authorized, traceable membership referalls. The phrase provided by LeadPolice or Lead Police provided shall, when used in relation to tools, services, resources or other offerings, encompass the provision thereof by LeadPolice or LeadPolice Related Parties. The phrase tracked by LeadPolice or LeadPolice -tracked shall, when used in relation to any engagement, encompass the tracking thereof by Lead Police or Lead Police Related Parties. A "person" is to be broadly construed and includes any natural person or entity. A "qualifying link" means any type or format of link that is provided or authorized by LeadPolice to be displayed, distributed or placed on or by a Site pursuant to an engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Affiliate can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term qualifying link shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a qualifying link. A "tracked activity" means any type of preagreed or predefined activity or result that is sought by Affiliate in relation to a qualifying link. The kinds of tracked activities that a Merchant may seek to promote through such arrangements may include, by way of example, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, or any other kind of action, transaction or activity that can be tracked and reported upon. "Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it. "Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement. 3 Participation; Your Business 3.1 Participation. Subject to the terms and conditions in this Agreement, You may use the via the Affiliate Account Area or otherwise to enter into, track and report on, and/or manage (or have managed) affiliate marketing and/or other types of LeadPolice-tracked engagements on behalf of Your business. 3.2 Voluntary Participation. Your participation in any one or more LeadPolice affiliate programs is as an Online Affiliate. Your participation is purely voluntarily and You may terminate Your participation at any time. LeadPolice shall be construed or deemed as having solicited, requested or procured You or Your services to promote LeadPolice or its respective trade or business, or goods, products, property, or services. 3.3 Not a Supplier, etc. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to LeadPolice, and neither Your participation on any LeadPolice Affiliate program, use of any LeadPolice Offerings or receipt of payment of any compensation under any LeadPolice -tracked engagement shall be construed or be deemed to be an inducement for, solicitation of You to provide any products or services to LeadPolice. 3.4 Prohibited Activities. In respect or in relation to any Site (or portion thereof) used by You in connection with Your participation on any LeadPolice Affiliate Program, You may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; (j) impersonation of any person, including any LeadPolice representative, or misrepresentation of affiliation with any person; or (k) conducting of raffles, contests, lotteries or sweepstakes. 3.5 Regulated Business. You represent, warrant and covenant that Your businesses and activities will not cause, nor could cause, LeadPolice or any Site with which You have entered into a LeadPolice-tracked engagement to be or become subject to any law, rule or regulation adversely affecting LeadPolice or such Site, and You shall defend and indemnify LeadPolice and such Sites against any such adverse effect. 4 Engagements; Qualifying Links. 4.1 Use of Qualifying Links. Each qualifying link used by You in relation to a LeadPolice -tracked engagement must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by LeadPolice that, among other things, associate such qualifying link with such engagement. 4.2 Valid Referrals Only. You will place or use qualified links of LeadPolice only with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable tracked activities for the benefit of such LeadPolice. You may not, nor knowingly permit any person to, activate a qualifying link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver an end user to the destination Site associated with such qualifying link. 4.3 LeadPolice 's Determination Final and Binding. All determinations of qualifying links and the compensation due to You made by LeadPolice shall be final and binding on You. LeadPolice's services do not involve investigating or resolving any claim or dispute involving You and any affiliate or other third party person. If LeadPolice, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute. 4.4 LeadPolice' Terms and Conditions. In addition to and without limiting Your obligations under this Agreement, the terms and conditions of the LeadPolice engagement govern Your performance of such engagement including Your use of the associated qualifying links, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to Your promotion of LeadPolice or its qualifying links. 4.5 Distribution of Qualifying Links. If You currently distribute, or plan to distribute, qualifying links on, to or through Sites other than those owned or operated by You and registered with LeadPolice, You will be required to obtain LeadPolice 's approval to continue to do so. Such approval may be conditioned upon Your agreement to additional terms and conditions and additional disclosures in respect of Your distribution and/or use of such qualifying links. 4.6 No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by LeadPolice to be used in connection with such qualifying link so that it may be properly tracked by LeadPolice. 4.7 Termination of Qualifying Links. LeadPolice or the relevant Network Merchant may terminate any qualifying links associated with any affiliate marketing programs of, and/or other LeadPolice -tracked engagements. You must remove any qualifying links after any termination of the corresponding engagements, including due to termination or expiration. If qualifying links are not so removed, LeadPolice may redirect such links as it determines in its sole discretion, with or without compensation to You. 4.8 Discontinuing Use of Qualifying Links. You may at any time discontinue use of qualifying links by removing such qualifying links from Your Site, with or without notice to LeadPolice or, subject to the terms of Your engagement, provided, however, that You remain subject to such engagement and this Agreement until you separately terminate such engagement or Agreement. 4.9 Independent Contractors. LeadPolice is the host of each LeadPolice affiliate program. Affiliates are independent parties and LeadPolice does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Affiliate or other third party, including breaches of engagements by Affiliates. 5 Provision of Information 5.1 Reports; Revisions. You acknowledge and agree that LeadPolice whose Program You join shall receive reports that identify You and may include data about You and Your qualifying links. If LeadPolice believes that its reports about its relationship with You contain an error or omission or otherwise require adjustment, each LeadPolice may elect to revise those reports a and make corresponding changes to Your Affiliate Reports. Since the reports LeadPolice provides You are the bases for calculating the compensation, if any, due to You any such adjustment may affect the amount of compensation to which You are entitled. 5.2 Data Furnished by LeadPolice. In providing LeadPolice Offerings, including giving You reports on Your Network activities, LeadPolice relies on data provided by a hosted affiliate program. LeadPolice is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by the hosted affiliate program. 5.3 Errors. If You believe that any of Your Affiliate Reports for any month contains errors in the data about Your engagement, You must notify Lead Police within ten days after the end of that month or any shorter period in Your engagement so that, if possible, the matter may be resolved. If any Affiliate Reports for any month are corrected or adjusted after the end of the month, then the period within which You must notify Lead Police of errors in the corrected or adjusted data shall be ten days after such correction or adjustment is posted or any shorter period in Your engagement. Lead Police will be entitled to hold funds and to decline to offer further processing services until such dispute is resolved.. You agree that LeadPolice shall have no obligations and incur no liabilities to You in connection with any such dispute. 5.4 No Personal End User Data. In order to provide any of the LeadPolice Offerings, LeadPolice does not require to be provided, nor does it capture, any personally-identifiable information about any end user who undertakes tracked activities in relation to You. LeadPolice has no obligation or liability to You, any end user or any other person if You or other person should provide such information, for whatever reason, to LeadPolice. 5.5 Privacy Policy. You will ensure that any and all Sites employed by You in connection with Your participation in the LeadPolice affiliate program or LeadPolice-tracked engagement will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such Site's home page, with a link that contains the word "Privacy", "Legal", "Terms" or similar language. Such privacy policy shall, in addition to the disclosures about Your privacy practices, identify the collection and use of any information You provide or may provide to LeadPolice and other Sites or persons with which You have any LeadPolice-tracked engagement or other arrangement in relation thereto. As to Your personal information, LeadPolice may use Your personal information in any manner or for any purpose that it determines to be appropriate or necessary in its sole discretion in connection with conducting any activities for LeadPolice and in relation to LeadPolice's business. 5.6 Backing Up Data and Other Precautions. Data transfer, conversion, processing and storage are subject to the likelihood of human and machine errors, delays, interruptions and losses. LeadPolice is not liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to You. LeadPolice may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by LeadPolice and/or to which it provides You with access. 6 Your Obligations 6.1 No Poaching. You may not use any Lead Police Offerings in connection with aggregating, soliciting or recruiting Clients, Affiliates, other Sites or other persons to form or join affiliate marketing, advertising or similar network. 6.2 No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau Lead Police, and any attempt to do so shall be null and void. 6.3 No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any Lead Police. 6.4 No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, LeadPolice.com, including any servers, bandwidth supply, equipment, software and other technological resources provided by LeadPolice. 6.5 No Spam. You may not use any qualifying links in any electronic message unless (a) You have received the express written authorization of the LeadPolice to use email or other electronic messages to promote it or its qualifying link and (b) any and all such electronic messages comply in all respects with this Agreement, Lead Police’s terms and conditions, and any and all applicable laws, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187). Further, no electronic message initiated or sent by You or on Your behalf may identify LeadPolice, except as expressly authorized by a Lead Police agent. All emails sent out must be approved by an authorized a Lead Police agent prior to transmission. ANY violation of this agreement shall result in immediate termination of this agreement at which time all commissions will become null and void. Additionally, Lead Police may, from time to time, search Authorized Spam monitoring services for reports of abuse by an affiliate. If You are found to be listed on any such Spam website, an investigation may be initiated and/or result in the immediate termination of this agreement at which time all commissions shall become null and void. 6.6 No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed by another website including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without Your interference. 6.7 No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Your use of any qualifying links, any Lead Police offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Your qualifying links or for any other purpose. 6.8 Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Your participation in the Lead Police affiliate program. 7 Grant of License to You 7.1 Your Use of LeadPolice Offerings. Lead Police grants You a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Agreement, to: (a) Participate in Lead Police affiliate program for which You have registered as an Affiliate. (b) Access the areas of the relevant Affiliate Account Area necessary for Your participation in such LeadPolice affiliate program as a Affiliate. (c) Solely for Your use in connection with Your participation in such Lead Police affiliate program, download any reports made available to You by LeadPolice. (d) Use any software code or other Content that is provided by Lead Police Solely for the purpose of creating and maintaining qualifying links in accordance with this Agreement and Your engagements, for such purpose, and no other purpose, but only in the form so provided. All other use of any Lead Police Affiliate Account Area, any reports made available to You by LeadPolice and such software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited. 7.2 Use of the LeadPolice Name. This Agreement does not grant to You any license or right to use LeadPolice's name or any of its logos or trade or service names or marks, except to the extent required to be used in connection with an URL. Any press release or other public announcement by You regarding this Agreement or that mentions LeadPolice shall require the prior written approval of LeadPolice. You agree that You shall not disparage LeadPolice. 7.3 Duration of License Rights; Reservation. The above licenses with respect to the Lead Police Affiliate Program are valid only while You remain a member of such Lead Police Affiliate Program as an Affiliate in good standing and comply with this Agreement. LeadPolice may revoke any such license at any time by giving You notice by e-mail or in writing. LeadPolice reserves all rights that are not specifically granted to You by this Agreement. 8 Grant of Licenses to Lead Police 8.1 Use of Your Content. Other than as provided below, in order to participate in the Lead Police Affiliate Program, You are not required to provide Lead Police with any Content or other materials. Should You do so, by way of uploading, delivering or otherwise making available to Lead Police any Content and/or other materials (including any Intellectual Property Rights therein and thereto), You agree to grant, and hereby grant, to Lead Police a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to any Lead Police Offerings. This Section will survive any termination. 8.2 Use of Your Name. Lead Police shall have the right to refer to You by Your name in connection with any LeadPolice Offerings, including in communications sent to actual or prospective participants of the Lead Police Affiliate Programs in which You participate. 8.3 Disclosure of Business Relationship. Nothing in this Agreement shall prevent Lead Police from making any public or private statements about Your business relationship with Lead Police and/or Your participation in the Lead Police Affiliate Program. 8.4 Use of Your Logo. Except as expressly provided above, Lead Police shall not use any of Your logos and/or other trademarks without Your prior written approval. Any and all uses of Your logos and/or other trademarks shall be in accordance with Your specified usage guidelines. 9 Representations and Warranties 9.1 You represent, warrant and covenant as follows: (a) You have the legal right to conduct any business conducted by You; and (b) Any and all information You provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Lead Police; and (c) This Agreement has been duly and validly authorized, accepted, executed and delivered by You (or Your authorized representative) and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; and (d) The performance by You of this Agreement and the participation by You in the Lead Police affiliate program and any relevant engagement does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to You or (ii) if You are an entity, any provision of Your certificate of incorporation or other organizational documents. 10 Non-Disclosure 10.1 Confidential Information. You acknowledge that in connection with Your participation in the Lead Police Affiliate Program, You will be provided with confidential and proprietary data and information from time to time through reports as well as other Lead Police Offerings to You through Your Affiliate Account Area or otherwise. Such confidential and proprietary data and information may be owned variously by Lead Police and/or its or their suppliers or contractors. You will retain ownership of any data and information that You independently collect through Your Sites without the use of Lead Police Offerings, provided that any data and information that may be provided by You to Lead Police shall be deemed to be covered by the licenses granted to Lead Police under this Agreement. 10.2 Duty of Care. You will keep all reports, data and other confidential information provided to You through the Affiliate Account Area or otherwise strictly confidential. Without Lead Police's prior written consent, You will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for you to perform under this Agreement. 10.3 Need to Know Basis. You may disclose any such confidential information only to Your employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information. 10.4 Legally Required Disclosures. If You receive any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, You will notify Lead Police in writing of Your receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, Lead Police may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by Lead Policee, You may not make such disclosure absent an order or directive from the tribunal from which a Request was issued. Lead Police will be entitled to seek and obtain injunctive relief preventing any breach of Your obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking. 11 Payment; Fees 11.1 Payment. You acknowledge that Your entitlement to any compensation reported with respect to any tracked activity (including if reported) is solely a function of the terms of Your agreement with Lead Police 11.2 Payment Terms. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to You from Lead Police, since payment may be subject to conditions, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or charge-backs and minimums for earned compensation before payment is made. 11.3 Lead Police's Right to Assess Fees. Lead Police may, at any time upon prior written notice to you as described below, commence charging or assessing fees in relation to any or all Lead Police Offerings made available to You. Except as otherwise expressly provided in this Agreement, in the event Lead Police elects to charge or assess fees, You will be notified at least one (1) month in advance in writing by email or posting through the Affiliate Account Area. You may elect not to pay any such fees by discontinuing Your participation in all Lead Police Offerings prior to the commencement of such fees. Any and all fees or other charges may be offset against or debited from any amounts that might be held in account for You by Lead Police. 11.4 Tax. You agree that You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in any Lead Police Offerings, or Lead Police Affiliate Program. 12 Compliance with Laws 12.1 You and Your affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of Your business, Your performance under any engagements with the Lead Police Affiliate Program, and Your use of any Lead Police Network and/or Lead Police Offerings shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees. 13 Termination of Network Merchants 13.1 The Lead Police Affiliate Program may end or be suspended for a number of reasons, including expiration or early termination. 13.2 If the Lead Police Affiliate Program ends or is suspended for any reason, Lead Police may without notice terminate or suspend all qualifying links that You have immediately or, in Lead Police's discretion, at any time thereafter. Lead Police shall have no obligation or liability to You because of any such termination or suspension. 14 DISCLAIMER OF WARRANTIES 14.1 ALL LEAD POLICE OFFERINGS ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE." 14.2 LEAD POLICE hereby disclaimS any and all warranties, express or implied, incluDIng any warranty as to accuracy, merchantability, completeness, currentness, SECURITY, non-infringement, title, or fitness for a particular purpose of The Lead police affiliate program or that YOUR use of the same will be uninterrupted or error-free. 15 LIMITATION ON LIABILITY 15.1 If You reasonably determine that any Lead Police Offering does not materially meet Lead Police's obligations under this Agreement, then You must notify Lead Police in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify Lead Police on a timely basis shall mean that You accept such services, and Lead Police shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, Lead Police may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes Lead Police's maximum liability for any such alleged breach of this Agreement. 15.2 If, notwithstanding the above, liability is imposed on Lead police or Lead police related parties, then YOU agree that the total liability of lead police and lead police RELATED PARTIES, and its and their officers, directors, employees, agents, subcontractors and representatives, to YOU will not exceed twenty-five dollars ($25.00). You recognize and acknowledge that this limitation of damages is fair and reasonable, in light of the fact that Lead Police is providing this service to you at no charge to you. 15.3 Lead police will NOt be liable to You (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) for any indirect, incidental, consequential, reliance, punitive or special damages, INCLUDING LOSS OF REVENUE OR PROFITS, even if such person was aware that such damages could result. 15.4 Any claim or cause of action arising out of Your use of the Lead Police Affiliate Program, this Agreement or the Network Policies and Guidelines must be filed within ninety (90) days after such claim or cause of action arose or be forever barred. 15.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 15 MAY NOT APPLY TO YOU. 16 Indemnification 16.1 You agree to defend, indemnify and hold harmless Lead Police, 562 Media, Inc. and Lead Police Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on: (a) any misrepresentation or breach of any representation, warranty, or covenant made by You in this Agreement, (b) any conduct, or activity, error or omission by You, including in relation to Your participation in the Lead Police Affiliate Program, performance of any Lead Police-tracked engagement, or otherwise, (c) any violation by You of any law, regulation or rule, (d) Your use of any other Lead Police Offerings, and/or (e) any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person. 16.2 Lead Police may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. Lead Police may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without Lead Police's prior written consent. 17 Amendments 17.1 Amendments. Upon prior written notice, Lead Police may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Policies and Guidelines. 17.2 Changes in Service. Upon prior written notice, Lead Police may add, remove, suspend or discontinue any aspect of any Lead Police Offering. 17.3 YOUR CONTINUED USE OF THE LEAD POLICE AFFILIATE PROGRAM AND/OR LEAD POLICE OFFERING AFTER NOTICE IS GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT WITH LEAD POLICE AND CEASE USING SUCH. 18 Termination, etc. 18.1 Termination. You or Lead Police may, at any time, with or without cause, terminate this Agreement and Your participation in the Lead Police Affiliate Program or use of any other Lead Police Offering. You may effect such termination through Affiliate Account Area or by written notice to Lead Police subject to actual receipt thereof. 18.2 Restricted Use. Alternatively, Lead Police may, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of the Lead Police Affiliate Program or any Lead Police Offering. 19 Effects of Termination 19.1 Upon any termination of this Agreement and/or Your participation in the Lead Police Affiliate Program. (a) You shall immediately cease to use and remove from any and all Site(s), whether or not owned or operated by You, any and all qualifying links and all other Content or materials provided to You in connection with Your participation on such Lead Police Affiliate Program or Your use of any other Lead Police Offerings. (b) Any and all licenses and rights granted to You under this Agreement shall immediately cease and terminate. (c) Lead Police may terminate or, in its sole discretion, direct or redirect to any destination Site any and all qualifying links continued to be used by You without Lead Police incurring any further liability or obligation to You. (d) Any and all confidential or proprietary information of Lead Police that is in Your possession or control must be immediately returned or destroyed. If requested, You will certify in a writing signed by You or an authorized officer as to the return or destruction of all such confidential or proprietary information. 19.2 Lead Police may withhold and offset against any and all compensation and/or other fees that are then unpaid to You. Following assessment of any fees or other charges owing to Lead Police, and subject to Lead Police holding any amount it determines in its sole discretion to be needed to support any of Your indemnification and/or other obligations and/or liabilities under this Agreement. Such withholding of such compensation and/or other fees is in addition to any other rights and remedies that Lead Police may have in contract, at law or in equity. 19.3 All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement. of Your participation in the Lead Police Affiliate Program or Your use of other Lead Police Offerings. 19.4 Sections 19 and 20, and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement. 20 Miscellaneous 20.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect. 20.2 Force Majeure. Lead Police shall not be liable to You 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, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of Lead Police, whether or not similar to the foregoing. 20.3 Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party. 20.4 Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction. 20.5 Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and California State courts sitting in Los Angeles County, California, U.S.A.. Each party waives rightS to trial by jury in respect of any action, suit or proceeding arising out of this Agreement. 20.6 Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement. 20.7 Notices. Lead Police may provide notices to You by posting notices or links to notices in Your Affiliate Account Area. Notices to You also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for Lead Police. If you provide notice to Lead Police, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Lead Police c/o 562 Media, Inc. 5318 E 2nd St. #554, Long Beach, CA 90803, Attn: President and General Counsel. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Lead Police. 20.8 Language. The English language versions of this Agreement and Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of the Lead Police Affiliate Program must be submitted to Lead Police in English, and Lead Police will communicate in English only.
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