TERMS OF USE

This operating program agreement ("Agreement") is made and entered into between lead-panda.com ("LeadPanda" or "We"), and you, ("You" or "Publisher"). Applying to become an affiliate of LeadPanda. The terms and conditions contained in this Agreement apply to your participation in https://lead-panda.com ("Affiliate Program"). Each Affiliate Program offer ("offer") is possible for any offer from LeadPanda or a third party (each such third party "customer") and may refer to a specific website for that specific offer ("Program website." ) In addition, each offer may have additional terms and conditions on the pages within the Affiliate Program and are included as part of this Agreement. By applying for or participating in an offer, you expressly agree to all of the terms and conditions of this Agreement.

You must apply for the affiliate program from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to disguise your true identity or contact information. After we review your application, we will notify you of your acceptance or denial of the affiliate program, usually within two (2) business days. We may accept or deny your application at our discretion for any reason.

In consideration of our recognition of you as an Affiliate and your continued compliance with the terms of this Agreement, LeadPanda agrees as follows:

Through the Affiliate Program, we will provide you with graphic and text links to the Program website and/or other creative materials (collectively, "Links") that you may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). Links will serve to identify you as a member of our affiliate program and will establish a link from your media to the program website.

We will pay an Affiliate for each Qualified Action ("Commission"). "Qualified Action" means an individual who (i) accesses the program website through a link where the link is the last link to the program website, (ii) is not a computer user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear as a separate, real live person, (iii) does not use pre-filled fields (iv) completes all information required for such action within the time period permitted by Casg-777 and (v) later.

We will pay you any commissions earned each month, as long as your account currently exceeds $300. Accounts with balances less than $300 will be carried over to the next month and will continue to be carried over monthly until $300 is reached. We reserve the right to withdraw from your account any previously paid Qualified Actions that are later determined to be ineligible for Qualified Actions.

Payment of Commissions is contingent upon Customers providing such funds to LeadPanda, and, therefore, you agree that LeadPanda is liable to you for Commissions only to the extent LeadPanda has received such funds from Customers. You hereby release LeadPanda from any claim for commissions if LeadPanda has not received such funds from Customers.

LeadPanda automatically generates an invoice on behalf of the Affiliate for all Fees payable under this Agreement and transfers payment to the Affiliate based on that invoice. All tracking of Referrals and determination of Qualified Actions and Commissions shall be performed by LeadPanda in its sole discretion. In the event the Affiliate disputes any portion of an invoice in good faith, the Affiliate shall submit that dispute to LeadPanda in writing and with insufficient detail within thirty (30) days of the date set forth on the invoice. If the Affiliate does not dispute the invoice as set forth herein, the Affiliate agrees that it irrevocably waives any claim based on that invoice. In the event the Affiliate also tracks Qualified Activities and the Affiliate alleges a discrepancy, the Affiliate shall provide LeadPanda with the Affiliate's reports within three (3) days after the 30th day of the calendar month, and if the statistics provided by LeadPanda and the Affiliate differ by more than 10% and LeadPanda reasonably determines that the Affiliate used generally accepted industry methods to track Qualified Activities, then LeadPanda and the Affiliate agree in good faith to make a good faith effort to reach conciliation. If the parties are unable to reconcile, LeadPanda's numbers shall take precedence.

If the Affiliate has an outstanding balance due to LeadPanda under this Agreement or any other agreement between the Affiliate and LeadPanda, whether or not related to the Affiliate Program, the Affiliate agrees that LeadPanda may reimburse any such amounts due to LeadPanda. 777 of the amounts payable to the Affiliate under this Agreement.

Be solely responsible for the development, operation and maintenance, and all content on or associated with your Media.

Ensure that all material posted on your Media or otherwise used in connection with the Affiliate Program (i) is not illegal, (ii) does not violate the intellectual property or personal rights of third parties, and (iii) does not contain or reference any material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, advocates violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), contains.

Make no representations, warranties or other statements regarding LeadPanda or Client or any of their respective products or services, except as expressly permitted herein.

Ensure that your Media Files do not copy or resemble the appearance of the Program Website or give the impression that your Media Files are approved by LeadPanda or Clients or part of the Program Website without our written permission.

Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations regarding your business.

Comply with the terms, rules and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to email providers, social media services and advertising networks.

Always post prominently and make available to end users, including prior to collecting any personally identifiable information, a privacy policy in accordance with all applicable laws that clearly and in detail discloses all methods of collecting, using and sharing information, including ensuring such personally identifiable information is collected in connection with the Affiliate Program and providing such personally identifiable information to LeadPanda and Customers for their intended use by LeadPanda and Customers.

Always prominently display and make available to end-users any terms and conditions in connection with the Offer set forth by LeadPanda or the Customer, or in accordance with applicable laws with respect to such Offerings.

Do not advertise LeadPanda on any online auction platform (e.g. eBay, Amazon, etc.).

Email Campaigns. For all email campaigns, the Affiliate must download the "Exclusion List" from the "Offers" section of LeadPanda. The affiliate must filter their email list by removing all entries from the Exclusion List and will only send emails to the remaining addresses on their email list. LeadPanda will provide a denial method for all Links, however, if any denial requests are made directly to the Affiliate, the Affiliate must immediately forward them to LeadPanda at admin@lead-panda.com. Affiliate's emails containing Links may not include any content other than Links, except as required by applicable law.

The Affiliate agrees that failure to download the exclusion list and remove all emails from the database before mailing may result in withholding of commissions, removal or suspension of participation in the Affiliate Program or part thereof, possible legal action and any other rights or remedies available to LeadPanda. under this Agreement or otherwise. In addition, Affiliate agrees that it will not mail or sell any suppression files created through the LeadPanda network and that this may result in the withholding of commissions, removal or suspension of participation in the Affiliate Program, possible lawsuits and any other rights or remedies available to LeadPanda under this Agreement or otherwise.

Promotions. No Links may be linked or posted in chat rooms or message boards unless otherwise agreed to in writing by LeadPanda. Any pop-ups used for the Affiliate Program must be clearly identified as Affiliate served in the title bar of the window, and any client advertising display software used by Affiliate must be installed on the end user's computer only if the function of the software is clearly disclosed to end users before installation, installation is in accordance with an affirmatively accepted and plain English language license agreement with the con.

Affiliate Network Campaigns. For all Affiliates who maintain their own Affiliate Networks, Affiliate agrees to post Links on its Affiliate Network ("Network") for access and use by those Affiliates on the Affiliate Network (each, a "Third Party Affiliate"). Affiliate agrees that it expressly prohibits any Third Party Affiliate from modifying the Links in any way. Affiliate agrees to maintain its Network in accordance with the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose Web site or business model includes content that contains objectionable content. All third-party affiliates must be in good standing with the affiliate. Affiliate shall require and confirm that all Third Party Affiliates positively accept this Agreement by verifiable means prior to accessing the Links. The Affiliate shall promptly dismiss any Third Party Affiliate that takes or could reasonably be expected to take any action that violates the terms of this Agreement. If any party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, the Affiliate shall promptly disclose to LeadPanda the identity and contact information of such Third Party Affiliate. The Affiliate shall immediately remove any Third Party Affiliate from the Affiliate Program and terminate its access to future LeadPanda Offerings on the Network upon written notice from LeadPanda. If LeadPanda has not provided all truthful and complete contact information about a Third Party Affiliate, and such Third Party Affiliate has affirmatively accepted this Agreement registered with LeadPanda, the Affiliate will be liable for all acts or omissions of any Third Party Affiliate.

Unless otherwise provided in this Agreement or with LeadPanda's consent, you agree that all information, including but not limited to the terms of this Agreement, business and financial information, customer and supplier lists, and pricing and sales information regarding us or any of our affiliates provided by or on behalf of any of them, shall remain strictly confidential and secret and shall not be used by you, directly or indirectly, for any purpose other than your participation in the Affiliate Program, with the exception of Affiliate shall not use any information obtained through the Affiliate Program to develop, improve or manage services that compete with the Affiliate Program, or help another party do the same.

Limited License and Intellectual Property

We grant you a non-exclusive, non-transferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement for the sole purpose of identifying your media as members of the Affiliate Program and helping to increase sales through the Program Website.

You may not in any way alter, modify, manipulate or create derivative works based on the Links or any LeadPanda graphics, creative materials, copy or other materials owned by or licensed to LeadPanda. You may use the Links only if you are a member of an affiliate program in good standing. We may revoke your license at any time by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights in any trademarks, service marks, copyrights, patents or trade secrets of LeadPanda. You agree that LeadPanda may use any suggestions, comments or recommendations that you choose to provide to LeadPanda without compensation. All rights not expressly granted in this Agreement are reserved to LeadPanda.

This Agreement is effective from the date we approve your application for the Affiliate Program and remains in effect until terminated in accordance with the provisions of this Agreement. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media Files, removing all copies of the Links. We may terminate your participation in one or more of the Offerings or this Agreement at any time and for any reason that we deem appropriate, with or without notice to you, by disabling the Links or by giving you written notice. Upon termination of your participation in one or more Offerings or this Agreement for any reason, you will immediately cease all use and remove all Links as well as all intellectual property of LeadPanda or Client and cease to represent yourself as LeadPanda or Client Affiliate for such one or more Offerings. All rights to legally accrued payments, causes of action, and any provisions that by their terms should survive termination shall survive termination.

In addition to any other rights and remedies available to us under this Agreement, LeadPanda reserves the right to remove any activity sent through your links and to withhold and freeze any unpaid commissions or refund paid commissions to your account if (i) LeadPanda determines that you have violated this Agreement, (ii) LeadPanda receives any complaints about your affiliate program that LeadPanda reasonably believes violates this Agreement, or (iii) any Qualified Such withholding or freezing of the Commissions or refund of the Commissions paid shall not depend on whether such Commissions were received as a result of such breach. In the event of a material breach of this Agreement, LeadPanda reserves the right to disclose your identity and contact information to the appropriate law enforcement or regulatory authorities or to any third party directly affected by your actions.

You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include a disclaimer link to the appropriate party. From time to time, we may ask - before you send emails containing links or references to the Affiliate Program - that you submit a final version of your email to LeadPanda for approval by sending it to your LeadPanda representative and receiving written approval. from Cache-777 your email may be shared with third parties.

It is your responsibility to make sure that your email complies with the Act. You agree not to rely on LeadPanda's approval of your email for compliance with the Law and not to represent that you are complying with the Law based on LeadPanda's approval.

You are expressly prohibited from using any person, means, device or arrangement to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through Links or generating Commissions or exceeding your authorized access to the Affiliate Program. Such activities include, but are not limited in any way to, the use of automated means to increase referrals to Links or to complete any required information, the use of spyware, stolen software, the insertion of cookies and other misleading or click-fraud activities. LeadPanda makes all decisions about fraudulent activity in its sole discretion.

You hereby represent and warrant that this Agreement constitutes your legal, valid and binding obligation enforceable against you in accordance with its terms and that you have the right to enter into this Agreement. Subject to the other terms and conditions of this Agreement, LeadPanda represents and warrants that it will not knowingly violate any law, rule or regulation applicable to LeadPanda's own business operations or to products or services owned by LeadPanda.

In addition to any notice permitted under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by sending you an email notice. Modifications will become effective ten (10) business days after such notice. If the changes are unacceptable to you, you may terminate this Agreement without penalty solely in connection with such termination within ten (10) business days. Your continued participation in this Affiliate Program ten (10) business days after publication of the change notice will constitute your acceptance of such change. In addition, LeadPanda may modify, suspend or terminate any aspect of the Offer or Link or remove, alter or modify any tags, text, graphics or banner advertisements in connection with the Link. Affiliate agrees to promptly comply with any request from LeadPanda to remove, alter or modify any link, graphic or banner advertisement that Affiliate uses in connection with the Affiliate Program.

You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and do not rely on any representations, warranties or statements other than those set forth in this Agreement or in the Affiliate Program.

Affiliate hereby agrees to indemnify, defend and hold LeadPanda and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents harmless from any claims, actions, demands, liabilities, losses, damages , judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses) based on (i) any failure to perform or breach of this Agreement, including any representations, warranties, agreements, limitations or obligations made by an Affiliate under this Agreement, (ii) any misuse by Affiliate or a party under Affiliate's reasonable control or accessing through Affiliate the Links, Offerings or Cash-77 or Customer's intellectual property, or (iii) any claim relating to.

LeadPanda hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments. , settlements, costs and expenses (including reasonable attorneys' fees and expenses) based on a statement that LeadPanda is not authorized to provide Links to you.

THE AFFILIATE PROGRAM AND LINKS, AS WELL AS THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO THE AFFILIATE "AS IS". EXCEPT as expressly set forth in HERE, LeadPanda expressly disclaims all warranties, express, implied or statutory, including but not limited to, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING SPECIFICALLY FROM USE OR TRADE. LeadPanda does not guarantee that the PARTNER'S PROGRAMMES OR REFERENCES will meet the PARTNER'S specific requirements or that the PARTNER'S PROGRAMMES OR REFERENCES will be completely error-free or uninterrupted. LeadPanda expressly disclaims any and all liability for any act or omission of the Client or their products or services. LeadPanda does NOT guarantee that the PARTNER will receive a specific amount of commission.

IN NO EVENT SHALL LeadPanda BE LIABLE FOR INABILITY OR INABILITY OF THE LINKS, THE PROGRAMME WEBSITES, TECHNICAL FAILURES, COMPUTER ERRORS, DAMAGE OR LOSS OF INFORMATION, OR OTHER INJURIES, DAMAGE OR DEVICES OF ANY KIND, EXCEPT THE SUSPECTABLE CONTROL OF CAS -777. IN NO EVENT SHALL LeadPanda BE LIABLE FOR ANY INDIRECT, INCIDENTAL, FOLLOW-UP, PERSONAL INJURY/INJURY, SPECIAL OR INDIRECT DAMAGES, INCLUDING, INCLUDING, BETWEEN, LOSS OF PROFIT OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE POSSIBLE AND THERE WERE NO KNOWLEDGE OF THIS POSSIBILITY. LeadPanda's AGGREGATE LIABILITY BEFORE COOPERATION, FOR ALL CASES OF ACTION AND ALL LIABILITY THEORIES, WILL BE LIMITED AND WILL NOT EXCEED THE AMOUNTS PAYED TO LeadPanda COMMISSIONS WITHIN THE SIX (6) MONTHS UNLIMITED BEFORE SUCH A REPLICATION IS GIVEN.

Partner is responsible for payment of all attorneys' fees and expenses incurred by LeadPanda to enforce the terms of this Agreement. This Agreement contains the entire agreement between LeadPanda and the Affiliate with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that LeadPanda is not subject to or bound by any Affiliate posting order or online terms that modify, contradict or supplement this Agreement, whether or not LeadPanda "clicks" or otherwise indicates its agreement to it. An Affiliate may not assign all or any part of this Agreement without LeadPanda's prior written consent. LeadPanda may assign this Agreement at any time by notifying the Affiliate. This Agreement will be binding upon and will inure to the benefit of the legal representatives, successors and permitted assigns of the parties. The provisions of Sections 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive termination of this Agreement. Except as set forth in the "Amendments" section above, this Agreement may not be amended without the prior written consent of both parties. If any provision of this Agreement is held invalid, void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and the invalid portion of any provision shall be deemed modified to the least extent necessary to cure such invalidity, while preserving the original intent of the party. Each party hereto shall be independent contractors with respect to the other party in all matters arising under this Agreement. Nothing herein shall be deemed to create a partnership, joint venture, association or employment relationship between the parties. No business practice or delay in exercising any rights herein shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or waiver of any other breach or default.

By submitting an application for the Affiliate Program, you acknowledge and represent that you have fully read this Agreement and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not apply for participation in the Affiliate Program. If an individual accesses this Agreement on behalf of a business entity, such individual hereby represents that he or she has the legal capacity and authority to bind such business entity to this Agreement.