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1. Approval: Membership in the CustomLead network is subject to the prior approval of CustomLead. Only professionally designed Web sites which include useful content will be accepted as Webmasters. CustomLead reserves the right to withhold approval of membership in the CustomLead network for any
reason whatsoever. Those Web sites that are accepted are entering into a business relationship with CustomLead and are agreeing to the terms and conditions set forth herein.
2. Payment:
a. Account Level: All Webmasters will be paid at the account level. If a Webmaster has more than one account, each account is evaluated independently.
b. Per Email Address: The CustomLead network has been designed to make use of the cost-per-email address (CPE) advertising model. Webmasters are paid only when a unique email address is used to request email information in a CustomLead network banner and the request is confirmed. Webmasters are paid for each legitimate confirmed request to a unique advertisment from a unique email address.
c. Unique Email Address: Each individual email address will only be counted once per advertisement. In no event may more than 5% of Unique Email Addresses for any payout calculation come from one individual email address. In no event may more than 10% of Unique Email Addresses for any payout calculation come from one domain name with the exception of aol.com.
d. Payment Frequency: Payments will be made by traditional mail on or about the 15th day of every month for revenue earned during the preceding month. No checks will be issued for any amounts less than $25 U.S.D. All un-issued earnings will rollover to the next pay period. In no event will payments be made on accounts that have not provided proper tax identification information.
CustomLead reserves the right to withhold payment, at its sole discretion, to any member which exhibits questionable email address collection activity. CustomLead has instituted a multi-tiered system to monitor all Webmaster accounts and highlight those with suspecious activity.
3. Deactivation: CustomLead reserves the right to cancel any member's relationship with the CustomLead network for any reason whatsoever, effective immediately, upon sending an electronic message to the e-mail address provided by that member. Upon receipt of such cancellation notice, Webmaster agrees to immediately remove from his/her Web site CustomLead's html code for serving CustomLead banners. In the event of deactivation, provided that Webmaster has an outstanding account balance equal to or greater than five dollars ($5.00 U.S.D.), CustomLead will pay Webmaster all legitimate monies due during the next billing cycle as set forth in section 2 above. By way of example, conditions that may result in the deactivation of a member's account include, but are not limited to:
4. Banner Placement Requirements:
a. Approved Web sites: Members agree to place CustomLead code only on specific root URL's that have been pre-approved by CustomLead.
b. Banner Location: While results are most effective by displaying the banner as the sole banner on the top third of each Web page, members may chose the placement of banners within their site. However, the CustomLead banner may not be placed on pages that contain no content, or on domains that have not been
approved by CustomLead. The CustomLead banner may not be placed with more than three full-sized banners on the same page.
c. Multiple Pages: Members may place CustomLead code on all appropriate pages within an approved root URL.
d. Ad Selection: Members may not select individual advertisers.
e. Ads Served: All CustomLead advertisements must be served from the CustomLead server. Stored images that are loaded from a different location will not count towards any statistic or payment.
f. Code Alteration: Webmasters may not alter CustomLead code.
g. Pre-Approved Statements: Members shall not induce site visitors to request email information based on incentives or by making statements near CustomLead Network banners except for the following terms verbatim:
5. Webmaster Responsibilities:
a. Site Change Notification: Any members that make major changes to their sites content or design after approval for membership MUST notify CustomLead of the changes in writing IMMEDIATELY. Notices should be sent to service@customlead.com.
b. Contact Information: To insure timely payment, members must notify CustomLead of any changes to their contact information, including change of address, phone or email address. All current contact information needs to be maintained from within the members password protected Account Administration at the CustomLead Web site.
6. Fraudulent Activity: CustomLead has devoted substantial resources to our anti-fraud system. Members applying to join the network with the intent to generate fraudulent requests for email information should be advised that the system will detect and document all fraudulent activity. Fraud may result in non-payment, removal from the network, and/or additional legal action. CustomLead reserves the right to require, and members agree to provide, server log files upon request.
a. Spam: The following methods of generating Web surfer interest are unacceptable to CustomLead and may be grounds for dismissal from the network: use of unsolicited e-mail or inappropriate newsgroup postings to promote your Web Site; autospawning of browsers; automatic redirecting of users; making repeated requests for information from CustomLead banners on the members own Web site; or any other technique of generating "automated" requests for email information is strictly prohibited.
7. Content Copyright: Members guarantee that all content, products, and services on their Web Site are legal to distribute and that they own or have the legal right to use any and all copyrighted material.
8. Age Qualification: All members must be at least eighteen (18) years of age to act as a Webmaster for the CustomLead network and you hereby represent and warrant that you are at least eighteen (18) years of age.
9. Limitation of Liability: EXCEPT WITH RESPECT TO LIABILITY ARISING FROM WEBMASTERS INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. WEBMASTER AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST CUSTOMLEAD, OR ITS PARENT COMPANY, FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CUSTOMLEAD, OR ITS PARENT COMPANY, MORE THAN ONE YEAR AFTER THE DATE OF SERVICE UNDER THIS AGREEMENT.
10. Indemnification: Webmasters agree to defend, indemnify and hold harmless CustomLead, its parent company, officers, directors, employees, agents, partners and sponsors from and against any claims, actions, damages, losses, liability costs and expenses (including but not limited to reasonable attorney's fees) arising from a violation of any third-party's rights, including but not limited to any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from a Webmaster's or advertiser's web pages. This obligation will survive any termination of this agreement.
11. Proprietary Rights: The CustomLead name, logo, software, databases, reports, Web site, and information are proprietary and CustomLead retains rights therein. By becoming a member of the CustomLead network or otherwise using the CustomLead services, you do not acquire any rights over such CustomLead assets, rights or licenses, other than what is explicitly granted to you under this document. CustomLead reserves the right to restrict the use of its name, logo, software, databases, reports, systems, lists, and any information created or obtained by CustomLead.
12. Modifications: CustomLead may modify this agreement at any time and in any manner. Webmasters are responsible for complying with any new rules posted here within 10 days of the date changes are
posted. Continued membership in the CustomLead network shall conclusively be deemed to be an acceptance of all terms of such modification(s).
13. Privacy: Webmasters shall support CustomLead's commitment to protect the privacy of the Internet community. CustomLead's privacy commitment is set forth in CustomLead's Privacy Statement available at (link or make Privacy Statement itself a live link), which Webmasters acknowledge that they have read and which is hereby incorporated into these terms and conditions.
14. Marketing: CustomLead shall have the right to reference its relationship with Webmaster for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Webmaster and CustomLead.
15. Warranties: While CustomLead will make a reasonable effort to maintain a high standard of quality for our services, the CustomLead network service is provided on an As-Is and As-Available basis. CustomLead makes no warranties of any kind, either expressed or implied, as to quality of services, quality and timeliness of ads, warranty of merchantability, warranty of specific use or for specific purpose.
Advertisements and information provided through the CustomLead network may include information provided by others. CustomLead does not verify the accuracy of such information, and providing such information or hyper-links cannot be construed as support, backing or other endorsement by CustomLead of such information and/or sites.
16. Statistics: CustomLead will have the sole responsibility for calculation of statistics including the number of confirmed email addresses collected. In the event Webmaster disagrees with any such calculation, a written request should be sent immediately to CustomLead at service@customlead.com. CustomLead shall provide Webmaster with a review of the numbers which shall be final and binding on the parties.
17. Term Of Agreement: These terms and conditions, as and if amended, shall apply to Webmaster for as long as Webmaster is a member of the CustomLead network and may be canceled immediately by either party at any time by notification in writing via e-mail. To cancel an account please e-mail (service@customlead.com).
18. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding Webmasters membership in the CustomLead network, and supersedes any previous arrangement, understanding or agreement which the parties may have had prior to the execution of this Agreement. No change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver, or discharge is sought to be enforced.
19. Severability and Waiver: Should any part of this Agreement be found to be illegal or otherwise unenforceable, both parties shall continue to be bound under the remaining parts of the Agreement. Any waiver (express or implied) or delay by CustomLead of any default or breach of this agreement shall not constitute a waiver of any other or subsequent default or breach.
20. Governing Law: This Agreement shall be construed under the laws of the State of Connecticut. Any controversy arising from or in connection with this agreement or the services provided by CustomLead shall be subject to exclusive jurisdiction in a court in New Haven, Connecticut, without regard to its conflict of laws principles and Webmasters irrevocably consent to such jurisdiction.
ALL WEBMASTERS MUST COMPLY COMPLETELY WITH ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. CUSTOMLEAD RESERVES THE RIGHT TO WITHOLD PAYMENT FROM ANY WEBMASTER THAT VIOLATES ANY OF THE TERMS IN THIS AGREEMENT.
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