This Partner Program Operating Agreement (the "Agreement") is made and entered into by and between Leadstead Inc ("Leadstead Inc" or "we"), and the party submitting an application to become a Leadstead Inc partner (“Partner”). The terms and conditions contained in this Agreement apply to Partner's participation with ldsted2k19.hasoffers.com ("Partner Program"). In connection with the Partner Program, Partner may see offers (each, an “Offer”) by Leadstead Inc or a third party (each such third party a "Client") that may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement. By submitting an application or participating in an Offer, Partner expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the authority to bind the Partner to the terms of this Agreement.
Partner must submit an Partner Program application from Leadstead Inc's website. Partner must provide accurate and complete information in Partner's application. After Leadstead Inc reviews Partner's application, Leadstead Inc will notify Partner of Partner's acceptance or rejection to the Partner Program. Leadstead Inc may accept or reject Partner's application at Leadstead Inc's sole discretion for any reason.
Subject to Leadstead Inc's acceptance of Partner as an partner and Partner's continued compliance with the terms and conditions of this Agreement, Leadstead Inc agrees as follows:
Partner also agrees that:
The following additional program-specific terms shall apply to any promotional programs set forth below:
For purposes of the Agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:
Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.
Partner may not alter, modify, manipulate or create derivative works of the Links or any Leadstead Inc graphics, creative, copy or other materials owned by, or licensed to, Leadstead Inc in any way. Partner is only entitled to use the Links to the extent that Partner is a member in good standing of the Partner Program. Leadstead Inc may revoke Partner's license any time by giving Partner written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Partner any rights to any of Leadstead Inc's trademarks, service marks, copyrights, patents or trade secrets. Partner agrees that Leadstead Inc may use any suggestion, comment or recommendation Partner chooses to provide to Leadstead Inc without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by Leadstead Inc.
This Agreement shall commence on the date of Leadstead Inc's approval of Partner's Partner Program application and shall continue thereafter until terminated as provided herein. Partner may terminate Partner's participation in the Partner Program at any time by removing all Links from Partner's Media and deleting all copies of the Links. Leadstead Inc may terminate Partner's participation in one or more Offers or this Agreement at any time and for any reason which Leadstead Inc deem appropriate with or without prior notice to Partner by disabling the Links or providing Partner with a written notice. Upon termination of Partner's participation in one or more Offers or this Agreement for any reason, Partner will immediately cease all use of and delete all Links, plus all Leadstead Inc or Client intellectual property, and will cease representing yourself as a Leadstead Inc or Client partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to Leadstead Inc under this Agreement Leadstead Inc reserves the right to delete any actions submitted through Partner's Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Partner's account if (i) Leadstead Inc determines that Partner has violated this Agreement, (ii) Leadstead Inc receives any complaints about Partner's participation in the Partner Program which Leadstead Inc reasonably believes is in violation this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Partner Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Leadstead Inc reserves the right to disclose Partner's identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Partner's actions. Such suspension will be in addition to Leadstead Inc's available rights and remedies.
Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Partner Program must include the appropriate party's opt-out link. From time to time, Leadstead Inc may request - prior to Partner's sending emails containing linking or referencing the Partner Program that Partner submit the final version of Partner's email to Leadstead Inc for approval by sending it to Partner's Leadstead Inc representative and upon receiving written approval from Leadstead Inc of Partner's email the email may be transmitted to third parties.
It is solely Partner's obligation to ensure that the email complies with the Act. Partner agrees not to rely upon Leadstead Inc's approval of Partner's email for compliance with the Act or assert any claim that Partner are in compliance with the Act based upon Leadstead Inc's approval.
Partner is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Partner's permitted access to the Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Leadstead Inc shall make all determinations about fraudulent activity in its sole discretion.
The parties agree to the terms in the General Data Protection Regulation Data Processing Addendum, which is incorporated into this Agreement.
Partner represents and warrants that:
In addition to any notice permitted to be given under this Agreement, Leadstead Inc may modify any of the terms and conditions of this Agreement at any time by providing Partner with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Partner, Partner may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Partner's continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute Partner's acceptance of such change.
In addition, Leadstead Inc may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from Leadstead Inc to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.
Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Partner Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.
Partner shall irrevocably defend, indemnify and hold Leadstead Inc and Clients and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEASTSTEAD INC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LEASTSTEAD INC DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. LEASTSTEAD INC EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. LEASTSTEAD INC DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL LEASTSTEAD INC BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF LEASTSTEAD INC. IN NO EVENT WILL LEASTSTEAD INC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT LEASTSTEAD INC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LEASTSTEAD INC'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY LEASTSTEAD INC IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
By submitting and application to Partner Program, Partner affirms and acknowledges that Partner has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Partner does not wish to be bound by this Agreement, Partner should not submit an application to Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This General Data Protection Regulation Data Processing Addendum ("GDPR Addendum") is incorporated by reference into the Partner Program Operating Agreement by and between You (“Partner”), and Us (“Network” or Processor”), (collectively, the "Agreement"). This GDPR Addendum is entered into as of the date of the Partner Program Operating Agreement.
This GDPR Addendum sets out the terms that apply when Personal Data, as defined in the Data Protection Legislation, is processed by Network under the Agreement. The purpose of the GDPR Addendum is to ensure such processing is conducted in accordance with applicable laws, including EU Data Protection Legislation, and with due respect for the rights and freedoms of individuals whose Personal Data are processed.
Capitalized terms used but not defined in this GDPR Addendum have the same meanings as set out in the Agreement.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Applicability. This GDPR Addendum shall only apply to the extent Partner is established within the European Union (“EU”) or Switzerland or the United Kingdom and/or to the extent Network processes Personal Data of Data Subjects located in the EU or Switzerland or the United Kingdom on behalf of Partner.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Section 1 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Partner is the data controller and Network is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of clause 1.1, the Partner, as Controller, shall be responsible for ensuring that, in connection with Partner Personal Data and the Services, (i) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation; and (ii) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to Network for processing in accordance with the terms of the Agreement and this GDPR Addendum.
Without prejudice to the generality of clause 1.1, Network shall, in relation to any Personal Data processed in connection with the performance by Network of its obligations under this agreement:
The Partner consents to Network appointing third-party processors of Personal Data under this agreement, including TUNE (“Sub-processors”). Network confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially similar to those set out in this Agreement. As between the Partner and Network, Network shall remain fully liable for all acts or omissions of any Sub-processor appointed by it pursuant to this Section 2.5.
Network may, at any time on not less than 30 days' notice with email sufficing, add or make changes to the Sub-processors. Partner may object in writing to Network's appointment of a new Sub-processor within five (5) business days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If Network cannot provide an alternative Sub-processor, or the parties are not otherwise able to achieve resolution as provided in the preceding sentence, Partner, as its sole and exclusive remedy, may terminate the Agreement.
Except as stated in this GDPR Addendum, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this GDPR Addendum, the terms of this GDPR Addendum will control.
Any claims brought under this GDPR Addendum shall be subject to the terms and conditions, including by not limited to, the exclusion and limitations set forth in the Agreement.
Details of Data Processing