This affiliate agreement is a binding contract between you and LEADMAX LLC (the "Company," "we," "us," or "our"). This agreement governs your participation in the affiliate program operated by the Company.
By creating an affiliate account and affirmatively accepting this agreement through our online registration process (e.g., by clicking "I Agree" or similar), you acknowledge that you have read, understood, and agree to be bound by this agreement. If you do not agree to the terms, you cannot participate in the affiliate program.
The Company hereby authorizes you (the "Affiliate") to promote offers made available through the Company's affiliate network, subject to the terms of this agreement.
"Offers" means advertising campaigns, promotions, or marketing opportunities provided either directly by the Company or by third parties through the network. The Company may update, suspend, or remove Offers for any reason.
The Affiliate acknowledges that participation in any Offer is voluntary, and the Company does not guarantee the availability, performance, or continued existence of any Offer.
promote Offers using only the tracking links and promotional materials provided or approved by the Company;
comply with all applicable laws, regulations, and industry guidelines, including but not limited to the CAN-SPAM Act and FTC regulations;
clearly and conspicuously disclose any material connection with the Company or any advertiser in accordance with the Federal Trade Commission's Endorsement Guides (16 CFR Part 255), including using appropriate hashtags or disclaimers in social media or influencer posts, where applicable;
ensure that all email marketing activities comply with applicable consent requirements and accurately identify the sender and nature of the communication;
only use email addresses obtained through voluntary submissions made by users through the Affiliate's tracking links;
not promote Offers through prohibited traffic sources, including but not limited to:
monitor and ensure compliance by any sub-affiliates, if used. The Affiliate shall remain fully responsible for any violations caused by its sub-affiliates.
The Affiliate is solely responsible for all methods, means, and costs of marketing and promoting the Offers unless otherwise provided by the Company.
generate leads, clicks, or conversions through fraudulent means, including but not limited to the use of bots, scripts, or automated devices;
use misleading, deceptive, or unfair advertising practices, including false claims or misrepresentation of Offers;
promote Offers through forced clicks, pop-ups, pop-unders, auto-redirects, or similar intrusive advertising methods without the Company's prior written approval;
send unsolicited emails or communications in violation of applicable anti-spam laws, or use purchased or harvested email lists;
engage in any marketing activities that violate applicable laws, regulations, or self-regulatory guidelines in any jurisdiction where the promotions are targeted;
use stolen, unauthorized, or improperly obtained data lists for promotional activities; or
promote Offers to users located in OFAC-restricted countries.
Any violation of this section 3 may result in immediate termination of your participation in the affiliate program and forfeiture of any unpaid commissions.
Valid commissions will be paid on a weekly basis, subject to the terms of this agreement.
Payments will only be issued when the Affiliate's earnings reach a minimum threshold of US$100.
Payments may be made via ACH, PayPal, wire transfer, USDT, or those other methods as the Company may make available on one or more occasions.
All payments will be made in United States Dollars (USD) unless otherwise agreed in writing.
The Company reserves the right to withhold payment for any commissions generated through fraudulent, invalid, or non-compliant traffic.
The Company may reclaim any commissions previously paid to the Affiliate if it is later determined that those commissions resulted from fraud, invalid traffic, or violation of this agreement.
The Company may adjust payments based on discrepancies, chargebacks, advertiser disputes, or other reporting errors.
All determinations regarding payment calculations and disputes will be made by the Company in its sole discretion and will be final and binding.
All advertising materials, banners, creatives, landing pages, tracking links, and other content provided by the Company (the "Materials") are and will remain the exclusive property of the Company or its licensors.
The Company hereby grants the Affiliate a limited, nonexclusive, nontransferable, revocable license to use the Materials solely for the purpose of promoting Offers in accordance with this agreement.
The Affiliate shall not modify, alter, create derivative works from, sublicense, distribute, or otherwise use the Materials for any purpose other than promoting Offers without the Company's prior written consent. Upon termination of this agreement or upon request by the Company, the Affiliate shall immediately cease all use of the Materials.
The Affiliate shall access only that user data as is voluntarily submitted by users through the Affiliate's tracking links, limited to email addresses unless the Company otherwise authorizes in writing.
use that data solely for the purpose of promoting Offers in accordance with this agreement;
not sell, lease, sublicense, transfer, or otherwise disclose user data to any third party;
implement appropriate security measures to protect user data against unauthorized access or disclosure; and
comply with all applicable data protection and privacy laws and regulations, including but not limited to the CAN-SPAM Act and any applicable international privacy laws.
The Affiliate's rights to use user data will terminate immediately upon termination of this agreement, and the Affiliate shall promptly delete or destroy all that data upon the Company's request.
Either party may terminate this agreement for any reason, effective after it notifies the other party that the notifying party is terminating this agreement in accordance with this section 7(a). Notice may be provided electronically, including via email.
The Company may terminate or suspend the Affiliate's participation in the affiliate program or withhold or forfeit any unpaid commissions, for any of the following reasons:
if the Affiliate breaches any of its obligations under this agreement, except for breaches that individually and in the aggregate are trivial;
if the Affiliate generates fraudulent, invalid, or noncompliant traffic;
if the Affiliate engages in unlawful, deceptive, or unethical marketing practices; or
if the Affiliate otherwise acts in a manner that might harm the reputation, integrity, or goodwill of the Company or its network.
the Affiliate's rights to promote Offers will immediately terminate;
the Affiliate shall immediately discontinue use of all Materials;
the Affiliate shall delete or destroy all user data collected under this agreement, upon request; and
any outstanding payments owed to the Affiliate for valid commissions will be calculated and paid in accordance with section 4, subject to any rights of withholding or adjustment.
The Offers are provided "as is" and the Company is not making any warranties, whether express, implied, statutory, or otherwise. The Company is not making any implied warranties of merchantability, fitness for a particular purpose, title, or noninfringement, or any warranties arising from course of dealing, usage, or trade practice. The Company is not making any warranty that the affiliate program, or any products or results of the use of the affiliate program, will meet your or any other person's or entity's requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any third party's software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected.
The Company does not control or pre-approve Affiliate marketing content and will not be held responsible for any unlawful, misleading, or noncompliant statements made by the Affiliate. The Affiliate is solely responsible for ensuring that its advertising complies with applicable laws and regulations.
To the extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising out of or related to this agreement, even if the Company has been advised of the possibility of those damages.
In no event will the Company's total liability to the Affiliate for any claims arising out of or related to this agreement exceed the total amount of commissions paid to the Affiliate by the Company in the three months preceding the event giving rise to the claim.
The Affiliate shall indemnify the Company and its officers, directors, employees, agents, and affiliates against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:
the Affiliate's breach of this agreement;
the Affiliate's violation of any applicable law, regulation, or third-party right;
the Affiliate's marketing activities, including but not limited to claims of fraud, spam, deceptive practices, or infringement; or
the acts or omissions of any sub-affiliate acting under the Affiliate's account.
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Affiliate. In that case, the Affiliate shall cooperate with the Company in the defense of those claims.
Florida law governs all adversarial proceedings arising out of this agreement or the subject matter of this agreement.
Each party acknowledges that (1) breach by either party of that party's obligations under this agreement has the potential to cause irreparable harm for which damages would be an inadequate remedy and (2) if any such breach occurs or is threatened and might cause irreparable harm, each party would want a court to grant the other party an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.
As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement (other than any proceeding brought by a party seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under section 12), a party may demand that the dispute be resolved by arbitration administered by NAM (National Arbitration and Mediation) in accordance with its comprehensive dispute resolution rules and procedures. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction.
Any arbitration commenced in accordance with this section 13 must be conducted by one arbitrator.
An arbitration commenced in accordance with this section 13 must be conducted virtually using Zoom or a virtual meeting platform that provides similar functionality. If virtual arbitration is not possible due to technical issues, because the arbitrator is unwilling or unable to attend the arbitration virtually, or for one or more other compelling reasons, the arbitration must be conducted in West Palm Beach, Florida.
The arbitrator must not award punitive damages in addition to compensatory damages. Each party hereby waives any right to recover any such damages in any arbitration.
Arbitration must proceed only on an individual basis. The parties hereby waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator must not compel any class or collective claim or consolidate different arbitration proceedings with or join any other nonparty to an arbitration between the parties. The arbitrator, not any court, will have exclusive authority to resolve any dispute relating to the enforceability or formation of this agreement and the arbitrability of any dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which will be determined by a Florida federal or state court of competent jurisdiction sitting in Palm Beach County.
If either party brings a proceeding seeking an injunction, a restraining order, or other equitable remedy to which that party is entitled under section 12, that party may bring that proceeding only in the United States District Court for the Southern District of Florida or, only if there is no federal subject matter jurisdiction, in a state court of Florida sitting in West Palm Beach.
Each party hereby waives any claim that any proceeding brought in accordance with section 14(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.
In an adversarial proceeding between the parties arising out of this agreement or the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses.
Apart from adversarial proceedings arising from a claim under section 10, neither party may bring proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement more than one year after the date that dispute arose.
The parties acknowledge that if a dispute between the parties arises out of this agreement or the subject matter of this agreement, they would want the court to interpret this agreement as follows:
regarding any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision;
if an unenforceable provision is modified or disregarded in accordance with this section 17, by holding that the rest of the agreement will remain in effect as written;
by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and
if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.
Any notices to us must be sent to [email protected]. You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the affiliate program. You acknowledge that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Except with our prior written consent, you shall not transfer to any other person or entity (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement. Any purported transfer in violation of this section 19 will be void.
No waiver of any provision of this agreement will be effective unless it is in writing and signed by the party granting the waiver. No failure or delay in exercising any right or remedy under this agreement will operate as a waiver of that right or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.
This agreement constitutes the entire understanding between the parties regarding this agreement or the subject matter of this agreement. Each party acknowledges that because that party has not relied on, and will not be relying on, any statements made by the other party arising out of this agreement or the subject matter of this agreement, that party will have no basis for bringing any claim for fraud in connection with any such statements.
We may amend this agreement on one or more occasions, and the amended agreement becomes effective on posting. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued participation in the affiliate program after the effective date of the modifications will be deemed acceptance of the modified terms.
