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Terms of use Terms of Service

The following Terms and Conditions (“Terms and Conditions”), together with any and all guidelines, previously posted amendments, schedules, attachments and exhibits (collectively, the "Agreement"), set forth the terms and conditions that shall govern the relationship between CPAlead, LLC (“Content Locking™”) and you as a member (“You,” “Your,” “Publisher” or “Advertiser”) using the advertising service (the "Service") offered through the CPAlead™ network (“Content Locking™ Network”) located at (the “Site”). The CPAlead™ Network is a non-exclusive, online, performance-based marketing network sponsored by CPAlead™. You and CPAlead™ may also be individually referred to herein as a “Party” and collectively as “Parties.” You agree to use the Site, the Service and any additional products and/or services offered by CPAlead™ only in accordance with the Agreement. CPAlead™ reserves the right to amend, supplement, make changes to, or replace entirely the Site, the Service, and the Agreement at any time and without prior notification. The latest Agreement will be posted on the Site. Your continued use of the Site and/or the Service after any such modification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for updates and/or changes. For purposes of the Agreement “Publisher” includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with CPAlead™ to use the Service.

YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO REGISTER AS A PUBLISHER, USE THE SERVICE, PARTICIPATE IN THE Content Locking NETWORK™, AND/OR USE THE SITE. Any registration by, use of, or access to the Service, the Content Locking Network™, and/or the Site by anyone under age 18 is unauthorized, unlicensed and in violation of these Terms and Conditions. By registering as a Publisher, using the Service, participating in the Content Locking Network™, and/or using the Site, You represent and warrant that You are at least 18 years of age or older and that you agree to abide by these Terms and Conditions.

If You do not agree to the Terms and Conditions in its entirety, You are not authorized to register as a Publisher, use the Service, participate in the Content Locking Network™, and/or use the Site, in any manner or form whatsoever.

1. Content Locking™ Network. Content Locking™ solicits customers on behalf of its advertising clients (a "Content Locking Client" or the "Content Locking Clients") through the placement of advertising offers ("Offers") published by members of the Service or their "Sub-Publishers," as defined below. Offers may be, gateways, banners, text links, graphical image files, transactional ads or other electronic promotions of a Content Locking Client's products and/or services that are published by members of the Service. The Content Locking™ Network enables Publishers to apply for and, upon approval by Content Locking™, have an opportunity to earn “Commissions” through participation in various advertising campaigns (“Programs”) offered by Content Locking™ or Content Locking Clients in accordance with the Agreement. “Commissions” are generated from a specified transaction (“Lead”) as defined by Content Locking™. Leads include, without limitation, sales, registrations, downloads, and survey and offer completions. Content Locking™ may, at its sole discretion, change a Program at any time, without prior notice to You, unless otherwise specified. Similarly, You may cease participation in a previously accepted Program at any time, unless otherwise specified. Program data compiled by Content Locking™ including, but not limited to, numbers and calculations regarding Leads and associated Commissions (“Program Data”), will be directly and/or indirectly calculated by Content Locking™ through the use of industry standard tracking technology and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing within fourteen (14) days of initial appearance in the tracking system, otherwise the Program Data will be deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service and/or Content Locking™ Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs; or (c) causes beyond the control of Content Locking™ or which are not reasonably foreseeable by Content Locking™ including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Content Locking™ will attempt to provide the Service on a continuous basis. However, Publisher acknowledges and agrees that Content Locking™ has no control over the availability of the Service and Content Locking™ Network on a continuous or uninterrupted basis. Content Locking™’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement.

Content Locking™ may, at its sole discretion, refuse to register You as a Publisher, terminate Your participation in the Service, and/or terminate Your participation in any Program at any time for any reason.

2. Application. You may apply to join the Service by completing the form insertions appearing on the Get Started page of the Site and then clicking the "Next Step" button. By clicking on the "Submit" button below You expressly acknowledge that You have read, accepted and agreed to be bound by these Terms and Conditions, as they may be amended or modified, from time to time.

3. Application Information. All required information fields in the Content Locking™ membership application must be filled-out completely, accurately, and honestly. Any falsification of personal information will result in the immediate termination of membership and forfeiture of all Commissions up through and including the date of termination.

4. Membership Conditions. As a condition of Your membership, You represent, warrant, and covenant on a continuing and ongoing basis, that Your website: (a) does not violate any state or federal laws or regulations, without limitation, governing: (i) false or deceptive advertising; or (ii) sweepstakes or gambling; (b) does not contain any comparative advertising, trade disparagement or libelous, defamatory or infringing content; and (c) does not contain any machine-readable code that could be unintentionally downloaded onto a recipient's computer (such as a worm, virus, Trojan Horse or other self-executing computer program).

5. Ineligible Websites. Websites that do not feature customer-friendly site navigation or contain acceptable content (including pornographic or hateful content) that Content Locking™, in its sole discretion, determines does not meet a reasonably acceptable commercial or aesthetic standard are not eligible for membership. If Content Locking™, in the exercise of reasonable discretion, determines Your website to be ineligible, all Commissions, whether earned or unearned, shall be forfeited.

6. Participation and Membership. Your participation and membership in the Service will commence on the date Your application to join the Service is accepted by Content Locking™ and will continue until terminated by one of the Parties. Content Locking™ reserves the right to terminate an existing membership at will, in its sole discretion, for any reason/cause, or for no reason/cause at all.

7. Affiliate Identification Number. Upon submission of your application, You will be issued an affiliate identification number. The aforementioned affiliate identification number shall serve as a personal identifier. Your use of the aforementioned affiliate identification number and Your login information shall not, under any circumstances whatsoever, be distributed to and/or used by a third-party, including, without limitation, any Sub-Publisher.

8. Special Rules Governing Sub-Publishing. Publisher may desire to use non-member business partners and/or associates to distribute Offers, fulfill the obligations, and/or exercise the rights under a particular Program. For the purposes of this section, any of Publisher’s business partners or associates that participate in or perform any activities on behalf of Publisher under the Agreement shall be considered to be a “Sub-Publisher.” Content Locking™ reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as the Publisher and must comply with all the terms and conditions that are applicable to Publisher under the Agreement. Each Sub-Publisher must expressly agree to be bound by the obligations and restrictions set forth in the Agreement.

9. Relationship among Publisher, Sub-Publisher(s) and Content Locking™. Publisher is responsible for and shall fully and unconditionally indemnify Content Locking™ for any and all actions of any of its Sub-Publishers, including the payment of legal fees and costs. Each Sub-Publisher shall, for purposes of these Terms and Conditions, be deemed to be an agent of the Publisher and You are responsible in all respects for the activities of Your Sub-Publishers. Any breach by Your Sub-Publishers of the Agreement shall be deemed a breach by You. It is understood and agreed between You and Content Locking™ that (a) Content Locking™ is not and shall not be party to any agreement between You and any Sub-Publisher, (b) You are not authorized to make any commitments on behalf of Content Locking™ to any Sub-Publisher, including but not limited to any payment or other commitment by Content Locking™, and (c) no license other than the license set forth in Section 23 may be extended by You to any Sub-Publisher. Additionally Content Locking™ may, at its sole discretion, terminate a Publisher at any time based on the actions of that Publisher’s Sub-Publisher(s). Once express approval of a Sub-Publisher has been granted by Content Locking™, notices to the Publisher shall be deemed notice to that Publisher’s approved Sub-Publisher(s). Publisher agrees that Content Locking™ is under no obligation to pay a Sub-Publisher. Content Locking™ further reserves the right to withhold or refuse payment to any Publisher in the event that any of its Sub-Publishers breach the Agreement.

10. No Third-Party Beneficiary Status. Nothing in Content Locking™'s permission to engage Sub-Publishers may be construed as extending to any Sub-Publisher the status of third-party beneficiary of any agreement between Content Locking™ and You, including without limitation these Terms and Conditions.

11. Special Rules and Restrictions Governing Campaigns. By accepting membership in the Service, You agree to refrain from originating, authorizing or participating in any non-consensual campaigns or promotions, whether by e-mail, telephone or otherwise, including but not limited to "spamming." E-mail distribution may only be made to those recipients who have agreed in advance to receive such transmissions from You (i.e., "opted-in"). Where use of e-mail marketing is authorized by Content Locking™, the following terms shall also apply. Any and all e-mails supplied by Publisher: (a) shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (CAN-SPAM) and any and all Federal Trade Commission implementing regulations; (b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third party. Publisher shall cause a valid physical postal address for Publisher (and/or the applicable advertiser) and a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery) to be present and appear, as required by applicable law. Content Locking™ reserves that right to add such address(es) should Publisher fail to include same, but Content Locking™ is in no way responsible for including such address(es) where Publisher fails to do so. In addition, Content Locking™ may make available, at a Content Locking™-designated FTP site (“FTP Site”), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Programs transmitted by and/or through the Content Locking™ Network for Publisher’s use in connection with applicable Programs. Publisher shall upload its own list of suppressed e-mail addresses to the FTP Site, if one is provided by Content Locking™. If the FTP Site is provided by Content Locking™, and no such e-mail addresses are supplied by Publisher, Content Locking™ may conclude that no such addresses exist. The suppression list and login provided by Content Locking™ are deemed to be Confidential Information of Content Locking™, as defined herein. Suppression lists may not be used by Publisher for any purpose other than to comply with applicable laws regulating the e-mail transmissions. Publisher agrees to process any unsubscribe requests within five (5) days of being posted at the FTP Site.

By accepting membership in the Service, You agree that You shall not: (a) display fewer than 3 lines of terms and conditions text above the fold with 1024 screen resolution and Internet Explorer standard settings (i.e. menu bar, address bar), even if such text is i-framed within an offer or other website; (b) pre-populate any cell phone number input fields, even if an end-user filled out a similar form field on a prior page/step; (c) display price and/or subscription terms at less than 12-point font-size or lower than 125 color contrast; (d) use any scroll-boxes around terms and conditions, including, without limitation, in a 1024 screen resolution with standard Internet Explorer/Firefox settings, i.e. displaying terms and conditions text in a distinct scrolling area (i-frame/frame/auto-resize); (e) engage in any “stacked” marketing practices, e.g., without limitation, multiple ads for premium SMS content back to back with no obvious method to skip ads, and multiple premium SMS pop-up ads appearing when an end user clicks on a link or attempts to close a page; (f) purchase keywords from a search engine service provider that include the trademark, service mark and/or brand name of any Company product and/or any affiliate or Content Locking Client, or any derivative of any such trademark, service mark or brand name; (g) deliberately target customers under 13 years of age (or Florida residents under 18 years of age); and (h) auto spawn of browsers, automatically redirect visitors, use blind text links, misleading links, or forced clicks; (i) make any representations, warranties or other statements concerning Content Locking™ or any of its products or services on any websites except as expressly authorized herein; (j) create or utilize any websites that copy or resemble the look and feel of any of Content Locking™’s websites or create the impression that such website is endorsed by Content Locking™ or a wireless carrier without prior written permission from Content Locking™; (k) use, in any way, non-approved websites or web pages, or in such a fashion that may be deceptive to the visitor; (l) drive traffic using any downloadable applications without the prior written approval of Content Locking™; (m) pre-populate the “Cell Phone Number” or PIN number field on any sign-up page relating to a Content Locking™ product or service;

(n) use the term “free,” or any derivative thereof, to directly or indirectly market a Content Locking™ product or service; (o) alter the size of font or font context (i.e. boldface) of any text associated with an offer for a Content Locking™ product or service; and (p) imply directly or indirectly that a Content Locking™ product or service has been endorsed by a third party entity (i.e. a cell phone carrier or celebrity) or use the trademark or brand name of any such third party entity to promote the Content Locking™ product or service. Any violation of this Section 11 by You or any third-party shall be deemed a material breach of the Agreement by You, and You shall be fully liable to Content Locking™ for all losses and damages, including, without limitation, legal expenses incurred by Content Locking™ as a result thereof.

12. Publisher E-Mail Lists. All Publisher e-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by Publisher. Publisher is required and agrees to maintain at all times during the term of the Agreement, and for a period of three years thereafter, maintain complete and accurate subscriber sign-up/registration data for every subscriber to Publisher’s e-mail list(s). In the event that Content Locking™ or a Content Locking Client receives a complaint from any recipient of an Offer transmitted by You, upon our request You will provide us with appropriate records verifying that recipient's consent to receive e-mail transmissions from You. Publisher agrees that, within twenty-four (24) hours of Content Locking™’s request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any email address that Publisher sends a publisher e-mail to: (a) subscriber e-mail address used to sign-up/register for Publisher’s e-mail list; (b) subscriber’s IP address; (c) date and time of subscriber’s sign-up/registration for Publisher’s e-mail list; (d) location of subscriber’s sign-up/registration; and (e) Your privacy policy.

13. E-Mail Transmission. You may not use a Content Locking Client's name (including any abbreviation thereof) in the originating e-mail address line or subject line of any e-mail transmission. Your use of Offers in e-mails and/or websites is further restricted and governed by the obligations and restrictions set forth in the Agreement.

14. No Misleading Headers. E-mails may not include falsification of header information, false registrations for e-mail accounts or IP addresses used in connection with e-mail advertisements, and/or retransmissions of an e-mail advertisement for the purpose of concealing its origin. Publisher and/or their e-mail delivery providers are prohibited from relaying or retransmitting e-mails from a computer or computer network that was accessed without authorization.

15. Website Content. Website content, website text, as well as e-mail subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter thereof. You may only use approved website content and website text for which you have documented written approval from Content Locking™.

16. Website and E-Mail Advertisements Must Contain Clear Identification. Advertisements and/or solicitations must identify themselves as such, and do so reasonably, prominently, clearly, and conspicuously. For example by stating in the message body "This advertisement is brought to you by (Your Company)." Further, the sender must identify itself as the initiator and sender of the e-mail including company name, e-mail address, and physical address.

17. Effective Method of Opting Out. Senders of commercial e-mails covered by CAN-SPAM must give recipients an effective means of requesting not to receive future e-mail advertisements from You. You must include Your valid physical postal address. This can be Your current street address, a post office box You have registered with the U.S. Postal Service, or a private mailbox You have registered with a commercial mail receiving agency established under Postal Service regulations. Your message must include a clear and conspicuous explanation of how the recipient can opt-out of getting email from You in the future and provide the recipient the ability to send a reply message to You via a functional unsubscribe link that must remain operational for thirty (30) days from the date of the original e-mail transmission. You must craft the notice in a way that is easy for an ordinary person to recognize, read, and understand. You must honor opt-out requests promptly. You cannot charge a fee, require the recipient to give You any personally identifying information beyond an e-mail address, or make the recipient take any step other than sending a reply e-mail or visiting a single page on an Internet website as a condition for honoring an opt-out request.

18. Honoring Opt-Out Requests. You must honor a recipient’s opt-out request within ten (10) business days from receipt. Once You have been informed that a recipient no longer desires to receive more messages from You, You cannot sell or transfer their e-mail addresses, even in the form of a mailing list. The only exception is that You may transfer the addresses to a company You have hired to help You comply with CAN-SPAM.

19. No Random or Invalid Generation of E-Mail Addresses. You are responsible for knowing the source of Your traffic. Leads may not be obtained by the use of a program for lead generation and/or “automating” offer satisfaction or lead generation. You must have full opt-in data for all recipients in Your database.

20. Audit of Website Traffic. Content Locking™ reserves the right to audit any website traffic at any time and for any reason, or no reason at all. Should Content Locking™ determine, in the exercise of its reasonable business judgment, that You have employed any device to artificially inflate leads: (a) Your membership in the Service and Content Locking™ Network will be immediately terminated; (b) any unpaid Commissions will be immediately voided; and (c) upon demand, You will return to Content Locking™ immediately any Commissions attributable to the Leads that had been previously paid.

21. Offers. You may use your login information to access Content Locking™ Offers. Content Locking™ Offers, along with associated Commission schedules and restrictions or conditions specific to each Offer may only be used for the purposes described herein. Placement of any Offer shall be at Your sole discretion, provided that, absent our specific written consent, which may be withheld for any reason or no reason at all, no Offer may be published in violation of these Terms and Conditions, as they may be amended or modified, from time to time.

22. Alteration of Offers. You may not add, subtract or in any way alter, edit, or modify any Offer, nor may You make any use whatsoever of any Offer other than for the purposes of, and as contemplated by, this Agreement.

23. Proprietary Rights. Subject to the Agreement and applicable Program terms, Content Locking™ grants to Publisher a limited, non-exclusive, revocable, non-transferable (except in accordance with Section 9), royalty free, worldwide license to display on, distribute through, and/or download one or more Offers for posting on Your website and/or other approved marketing channels, and any and all associated trademarks, service marks, tradenames and/or copyrighted material (“Intellectual Property Matter”) that Content Locking™ provides to Publisher through the Content Locking Network for the limited purposes of promoting Programs to end users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Matter and other matters related to, without limitation, the Content Locking™ Network, Programs, Service, Offers and Site are protected under applicable copyright, trademark and other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of, without limitation, the Content Locking™ Network, Programs, Service, Offers and/or Site, other than as expressly permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to, without limitation, the Content Locking™ Network, Programs, Service, Offers, and/or Site. The availability of the Content Locking™ Network, Programs, Service, Offers, and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Content Locking™ reserves any rights not explicitly granted in the Agreement.

24. Compensation and Payment Terms. You understand and agree to be paid the applicable Commission for each Lead verified by Content Locking™ approximately thirty (30) days after the last day of a given calendar month, for Commissions realized in that month. Commissions will be payable only for Offers published by You in accordance with specific Program terms, and only after the Commissions have been earned. Commissions will not be "earned" until Content Locking™ receives payment from the Content Locking™ Client. It is Your responsibility to advise us immediately of any change in any of the information furnished by You as part of Your application. You agree that payment for Commissions will be owed to You from the applicable Content Locking™ Client, and that corresponding payments shall be made by Content Locking™ to You out of the funds actually collected by Content Locking™ from the applicable Content Locking™ Client. Content Locking™ shall have no payment obligation to Publisher where the Content Locking™ Client has not remitted sufficient payments to cover the Commissions otherwise due and owing Publisher. Instead, Publisher shall have the right to pursue any and all legal remedies directly against any Content Locking™ Client that has not made funds available to pay sums due and owing to Publisher for Commissions earned in connection with a particular Program. All Publisher accounts will be paid in U.S. dollars. Every Publisher account must have a unique, valid taxpayer identification number, valid Social Security Number or other applicable unique government identification. With the exception of payments in excess of $10,000, all payments due hereunder are exclusive of any applicable taxes, electronic wire transfer fees/costs, electronic funds transfer fees/costs (e.g., PayPal), pre-paid debit card fees/costs (e.g., Payoneer). With the exception of payments in excess of $10,000, Publisher shall be responsible for all of the foregoing applicable taxes, fees, and costs. Publisher will be charged a check cancellation fee of $25, debited to Your account, in the event that cancellation is performed at Your request. A Content Locking™ Client may request that Content Locking™, or Content Locking™ may, on its own initiative, debit from the Commissions otherwise due and owing Publisher an amount equal to a Commission previously credited to Publisher's account where: (a) a return or cancellation has been made with respect to the applicable product and/or service; (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order; (c) there are Leads that do not comply fully with the terms of the Agreement, including where the applicable non-complying Lead is not the result of Publisher's action, omission and/or failure to comply with the terms and conditions of the Agreement; (d) there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Lead; or (e) there is any failure on the part of Publisher to comply with the Agreement and/or the applicable Program terms (collectively referred to as a "Chargeback"). Chargebacks requested by a Content Locking™ Client in accordance with this Section may be applied up to sixty (60) days after the end of the month in which the applicable Commission was earned ("Chargeback Period"). A Content Locking™ Client may request that the payment of a Commission be postponed for one (1) payment cycle where: (a) Content Locking™ Client is verifying a Lead; (b) Content Locking™ Client has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; or (c) the applicable Program terms provide for such a postponement. The number or amount of Leads, credits for payments and debits for Chargebacks, as calculated by Content Locking™, shall be final and binding on Publisher. Notwithstanding the foregoing, Content Locking™ may elect to advance to You Commissions prior to those Commissions having been earned. You acknowledge and agree that Your receipt of Commission payments prior to those payments having been earned is conditional and subject to Content Locking™'s right to demand return of unearned Commissions for any reason or for no reason at all.

25. Content Locking™ Records. Content Locking™ maintains records of all traffic passing over the Service. Content Locking™'s records shall govern all interpretations made under this Agreement, including but not limited to the calculation of Commissions.

26. Minimum Commission Requirement for Regular Payment. Content Locking™ shall not be obligated to make any payment of Commissions to You unless the aggregate amount of earned Commissions equal or exceed the payment threshold of fifty dollars ($50.00 USD). Any earned but unpaid Commissions shall carry over to the next regularly scheduled payment period.

27. Suspension of Payment. If Content Locking™, in its sole discretion, suspects or determines that You are in breach of any material term of this Agreement, Your account will be deactivated immediately, with no notice to You, and You will forfeit all Commissions, pending further investigation. Content Locking™ reserves sole judgment in determining the breach of any material term of this Agreement and You agree to be bound by any and all such determinations. It is the obligation and burden of Publisher to prove to Content Locking™ that it has not breached any material term of this Agreement. Content Locking™ will hold Your Commission-related payments until You have satisfactorily provided evidence that conclusively demonstrates to Content Locking™ that You have not breached any material term of this Agreement. If You are unable to provide Content Locking™ with satisfactory and conclusive evidence that You have not breached any material term of this Agreement within seven (7) days of Your Commissions being so held by Content Locking™, then Content Locking™ reserves the right to terminate Your Publisher account and cancel payment on the applicable Commissions, at its sole discretion and without notice or any further obligations to You.

28. Content Locking™ Publisher Commissions and Referrals of Other Publisher. Publishers are encouraged to refer their associates to the Content Locking™ Network. Content Locking™ offers Publishers a 5% Commission on all sales generated through their referred associates through the Content Locking™ Network. If Publisher refers another person or entity that becomes a new a publisher for Content Locking Clients, Content Locking Clients shall pay Publisher a 5% (or the percent specified in the IO) of revenue generated by qualifying traffic for a period of one (1) year under the first contract such new publisher signs with Content Locking Clients. Content Locking Clients shall determine what revenue qualifies for the share in its sole and reasonable discretion and may adjust the revenue for any reason, including, without limitation, amounts not collected, amounts setoff, charged back, or canceled by its customers, adjustments for discrepancies between tracking systems, and reserves for anticipated adjustments. Publisher will only earn a revenue for new publishers that Content Locking Clients accept into its network (and Content Locking Clients may accept or deny in their sole and absolute discretion) and that sign an agreement reasonably similar this Agreement. Content Locking Clients reserve the right to discontinue its relationship with any publisher at any time in its sole and absolute discretion and Publisher’s revenue share of a newly referred publishers stops upon termination of that new publisher’s relationship with Content Locking Clients. Content Locking Clients may terminate this referral program at any time, without notice to Publisher, and without any liability, whatsoever, including liability to pay revenue shares that have not completed the 1 year term. Termination of this referral program does not affect other obligations in this Agreement.

29. Fraud. Content Locking™ actively monitors traffic, Leads, Commissions, and other Program-related activities for potential fraud. If Content Locking™, in its sole discretion, suspects or determines that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately, with no notice to You, and You will forfeit all Commissions, pending further investigation. Content Locking™ reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is the obligation and burden of Publisher to prove to Content Locking™ that it has not engaged in fraud. Content Locking™ will hold Your Commission-related payments until You have satisfactorily provided conclusive evidence that demonstrates to Content Locking™ that You have not engaged in fraud. If You are unable to provide Content Locking™ with satisfactory and conclusive evidence that You have not engaged in fraud within seven (7) days of Your Commissions being so held by Content Locking™, then Content Locking™ reserves the right to terminate Your Publisher account and cancel payment on the applicable Commissions, at its sole discretion and without any further notice or obligations to You.

30. Non-Disclosure. Any and all information submitted by end-user customers (“Customer Information”) in connection with a Program shall be considered proprietary to and owned by Content Locking™. Such Customer Information is Confidential Information (defined below) of Content Locking™ and may not be utilized or otherwise disclosed by You. In addition, You acknowledge that all non-public information, data, and reports made available by Content Locking™ hereunder or otherwise as part of the Services are proprietary to and owned by Content Locking™. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Content Locking™ in any manner. These non-disclosure obligations shall survive termination or expiration of the Agreement.

31. Confidentiality. “Confidential Information” means any information disclosed to You by Content Locking™, either directly or indirectly, in writing, verbally, or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Content Locking™; (b) becomes publicly known and made generally available after disclosure to You by Content Locking™ other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Content Locking™ as shown by Your files and records prior to the time of disclosure. All information relating to Your participation in the Content Locking™ Network and Service, including but not limited to Your unique publisher identification number and Your login information, the identities of any Content Locking™ Client, Content Locking™'s Commission rates, Program rates, and pricing strategies shall be considered “Confidential Information”. You shall not at any time, without the prior written consent of Content Locking™: (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (b) use any Confidential information (other than to confirm the accuracy of Commission calculations); and/or (b) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Content Locking’s™' personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Content Locking™ immediately upon Content Locking’s™ request.

32. Release of Information. In the event that Content Locking™ suspects or determines any unlawful acts and/or that a violation of this Agreement or any information pertaining thereto has been, will be, or is presently being committed, Content Locking™ reserves the right to release any current or past information including, but not limited to, this Agreement, You, Your use of, without limitation, the Content Locking™ Network and Service, Commissions, Offers, Programs, or Your Sub-Publishers. Content Locking™ further reserves the right to release any current or past information, as outlined above, if the information is subpoenaed, if Content Locking™ is sold or acquired, or when Content Locking™ deems it necessary or appropriate. You hereby consent to disclosure of any record or communication to any third-party should Content Locking™, in its sole discretion, determine such disclosure to be appropriate and/or necessary.

33. Ownership and Proprietary Nature of Data and Reports. All data, including but not limited to campaign results, user data, statistical information, traffic analysis or other data produced or provided by You, shall be deemed to be the property of Content Locking™.

34. Privacy Policy and Use of Sensitive Data. Content Locking™ currently uses and plans to continue to use some or all of the data collected through the operation of the Service in an aggregate manner (i.e. information aggregated into demographic data and not personally identifiable). All comments, feedback, information, or materials that You submit through or in association with the Site, is subject to and governed by Content Locking™'s Privacy Policy, as posted on Content Locking™'s website and as modified from time to time. We reserve the right to use all information regarding Your use of, without limitation, the Content Locking™ Network, Programs, Service, Offers and/or Site, and any and all other personally identifiable information provided by You, in accordance with the terms of our Privacy Policy.

35. Covenants of Content Locking™. Content Locking™ covenants and agrees to use its commercially reasonable best efforts: (a) to provide, monitor and maintain the necessary technology applications required to link You to Content Locking Client websites; (b) to provide You with Offers in appropriate format; and (c) to provide changes to Offers or cancellations as quickly as is commercially feasible in advance of requested change date or time.

36. Your Covenants. You covenant and agree to use Your commercially reasonable best efforts: (a) to continue to operate and maintain Your distribution channels in a manner consistent with the intent and purpose of this Agreement; (b) to place Offers in Your distribution channels in accordance with this Agreement; (c) to respond to any change notice and/or communication within one (1) business day from Content Locking™'s transmission of such change notice and/or communication to You; and (d) to maintain Your traffic in a manner that conforms with best practices of opt-in solicitation and privacy policies. You further agree to advise us immediately of any changes to any of the information You provided to Content Locking™.

37. Limited Promotional License. You hereby grant Content Locking™ a limited, non-exclusive, revocable, worldwide license for the term of this Agreement to use, reproduce and distribute Your company name and logo for use in our promotional materials.

38. Non-Circumvent. You shall not, during the term of this Agreement and for six (6) months thereafter, implement any cost-per-action ("CPA") agreements with any Content Locking Client with whom You did not have a previously existing CPA agreement. In the event that You do so directly contract with such a party, You shall pay Content Locking™ an additional commission equal to what Content Locking™ would otherwise have earned had You not violated this Section.

39. Term and Termination. This Agreement shall commence upon Content Locking™’s acceptance of Your Publisher application and remain in effect until terminated as set forth herein. This Agreement may be terminated by either Content Locking™ or You at any time, for any reason, or for no reason at all. To the extent applicable, termination may be effected by delivery to the non-terminating Party of appropriate notice, delivered via e-mail, fax or other means of public communication, and will be effective immediately upon Your receipt of such notice , or three (3) business days following the sending of notice, whichever is earlier. In addition, Content Locking™ reserves the right, in its sole and absolute discretion, to terminate a Program at any time for any reason, upon notice to You. Content Locking™ also reserves the right to terminate Your access to the Site, Service, and/or Content Locking Network™ at any time with or without notice to You. As set forth in this Section, as well as in Section 33, any and all information that You may provide to Content Locking™ during the Publisher application process and/or the course of your participation in the Content Locking™ Service shall at all times remain the sole and exclusive property of Content Locking™. The representations, warranties and obligations contained within this Section, Section 33, and the Agreement itself shall remain in full force and effect after termination of the Agreement.

40. Responsibilities Following Termination. Immediately upon termination, You will (a) remove any and all Offers, Program information, Content Locking™ code, and/or or other intellectual property made available to Publisher in connection with its performance under the Agreement from any website(s) owned or operated by You, and/or (b) suspend any and all campaigns, including, but not limited to, e-mail campaigns that have not already been sent.

41. Representations and Warranties. Publisher and Content Locking™ hereby acknowledge and agree that Publisher is solely responsible for the method by which the Offers are disseminated. You represent and warrant that: (a) Your Publisher website contains distinct and legitimate content, substance and material; (b) Your Publisher website is fully functional at all times and at all levels; (c) Your Publisher website features, at a minimum, a privacy policy linked conspicuously from such Publisher website’s home page, with a link that contains explicit language indicating its presence. You are obligated to fully comply with the privacy policy posted on the Publisher website at all times. You shall notify Content Locking™ in writing at least three (3) business days in adv


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