PayPerLead Publisher Service Agreement

Introduction

The parties to this Agreement hereinafter are PayPerLead ("PayPerLead") and you the Publisher/Affiliate (“Publisher,” as defined hereinafter). PayPerLead facilitates "Performance Marketing Programs" (as defined hereinafter) by providing marketing services via the Internet. To qualify as a member of PayPerLead’s Marketing Service (“Service” or "Marketing Service"), Publisher must read and agree to the terms of this Agreement, and Publisher must meet and/or comply with all of the requirements described herein. Publisher's agreement to the terms of this Agreement is signified by clicking the box at the end of this Agreement entitled "I have read and agree to the terms of this Agreement." Publisher may not use PayPerLead’s services unless it agrees to the terms of this Agreement. This Agreement reflects the entire agreement between Publisher and PayPerLead.
Definitions
1. Performance-Based Marketing Program - is where a person, entity, Publisher or its agent, operating "Web site(s)" (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to a Publisher may earn financial compensation ("Payouts") for "Transactions" (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent) through an Internet connection ("Link") to a Web site or Web site content operated by PayPerLead or an Advertiser ("Advertiser") from an Advertiser-authorized promotional method used by such Publisher. PayPerLead or the Advertiser compensates the Publisher, in accordance with this Agreement and the Program Payout specifications.
2. Publisher - an individual or entity that has agreed to the terms and conditions of this Agreement and allows it’s Web site or Web site content and/or other traffic sources to include banners and/or other acceptable forms or links to permit Traffic and or results between the Publisher and those programs offered by PayPerLead.
3. Results - Legitimate views, impressions, leads and/or clicks including traffic that are made by a third party on a Publisher's web site and/or network so that the third party can view an ad creative or consider an action as determined by PayPerLead or the Advertiser.
4. Legitimate views, impressions, leads and/or clicks and/or Traffic - one accessing by a Publisher's web site and/or network by a person who is not associated with or related to the applicable Advertiser or the Publisher. Legitimate clicks, views and leads and traffic exclude all clicks and traffic that is artificially generated.
5. Advertiser's program – A specific advertising program, which a publisher selected to promote ("Program").
6. Tracking Code - PayPerLead code for tracking information.
Use Policy
1. Participation in Program - During the period of this Agreement, the Publisher may apply to PayPerLead’s Programs to obtain the opportunity to earn Payouts by promoting Advertisers in accordance with the Program terms and in compliance with this Agreement. On approval by PayPerLead for acceptance to the Program, the Publisher may display (and remove) Links to the advertising content in accordance with the Program terms and in accordance with this Agreement. PayPerLead's acceptance of the Publisher extends only to the entity, or individual, that enters into this Agreement with PayPerLead. The details of the Program shall be available through the Marketing Service. The qualifying transactions for a Payout are defined by PayPerLead. PayPerLead may change any Payout rate on giving at least seven (7) days written notice through the Marketing Service to take effect from the 8th day (or any later date that may be specified by Marketing Service).
2. Prohibited Uses of Links - The Publisher may not place Links to an Advertiser's Web site or Web site content in newsgroups of any third party/parties and/or message boards and/or blogs and/or unsolicited email and other types of spam and/or link farms and/or counters and/or chat rooms and/or or guestbook’s. Publishers using IRC channels, instant messages or similar Internet resources must designate their Program as special, requiring a manual review and acceptance by the Advertiser. The Publisher must promote Advertisers in such manner that the Publisher does not mislead the Visitor, and in such manner that the Links deliver bona fide Transactions by the Visitor to Advertiser from the Link. The Publisher shall not enable any Transactions to be made that are not made in good faith, including, but not only, in using any device, program, robot, Iframes, or hidden frames. The Publisher may or may not be compensated for Transactions in which the Publisher or the Publisher agent is the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. The Publisher shall not earn Payouts for non-bona fide Transactions.
3. Updating Links - If Links to Advertiser are not updated dynamically through the Marketing Service, the Publisher, on receipt of notification, is obligated to update an Advertiser's Links in order to earn Payouts
4. Service Modifications/Changes - PayPerLead reserves the right to make changes to this Agreement and/or amend the PayPerLead service as needed, at any time and any such change or amendment shall take effect on the date specified in the amendment and any accompanying notification. The Publisher is responsible for checking back frequently for any revisions. If Publisher disagrees with the proposed modification, Publisher may terminate the PayPerLead program services by sending notice in writing to PayPerLead.
5. Services to be provided by Publishers to the Advertiser - Publisher will provide Advertisers with Results in exchange for compensation at a set rate or amount on a per click, per lead, or per sale basis as described on the PayPerLead website. Publisher's account will accrue earnings based upon legitimate leads and the Payout Rate provided. PayPerLead reserves the right to withhold payment to Publisher's account pending the resolution by PayPerLead of any difference of agreement that derives from the Publisher's account and/or from violation of this Agreement.
6. Cancellation - PayPerLead shall not be responsible for notifying the Publisher in advance of cancellation of an Advertiser's program. However, an e-mail notice may be sent in regard to such cancellation.
7. Incentive-Based Publishers - Publisher sites that provide incentive-based Traffic must disclose their incentive based status to PayPerLead on signing up or addition of the Publisher site to PayPerLead. Incentive-based Traffic means Traffic generated by contests or paid to surf programs that give points or prizes for clicking on advertisements.
8. Fraud - Publishers who supply anything other than legitimate results will be terminated without notice. PayPerLead will withhold payment until clarification of results that
  1. have been produced by Publishers who have ONLY programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
  2. have shown fraudulent leads as determined by the Advertisers;
  3. have much higher conversions per click rates than industry averages;
  4. where justification for the click rates is not evident to the reasonable satisfaction of PayPerLead; and/or
  5. Use fake redirects, automated software, or fraud to generate Events from the Programs. Publisher will be terminated if Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by PayPerLead), as determined solely by PayPerLead. Spamming to increase a click, sale or lead count will not be permitted. PayPerLead does not accept spamming as a method of creating traffic. Members who participate in any spamming will be removed immediately from PayPerLead and the Publisher is liable,, at PayPerLead sole discretion, to forfeit any earnings generated. All email sent must be sent in compliance with all current State and Federal laws. Spamming is defined as sending unsolicited commercial e-mail.
9. Legitimate Results - Publishers will not be paid for results that contain false information. Leads that are submitted from Countries outside a designated or non geographic location or that contain false, misleading or inaccurate information will be rejected. PayPerLead reserves the right to modify or reverse any Publisher accrued statistics and sums attributed thereto at anytime, including in those instances in which the Advertiser determines the results are not legitimate. PayPerLead reserves the right, at its sole discretion, to remove any Publisher at any time from any Advertiser campaign.
10. Complaints Against a Publisher - PayPerLead is not obligated to make any investigation if it receives a complaint that a Publisher has violated this Agreement or if there is any dispute between Publisher and a third party that emanates from the PayPerLead program. However, PayPerLead reserves the right to terminate immediately the Publisher's rights under this Agreement with or without any investigation or inquiry.
PayPerLead’s Services
1. Tracking Transactions and Payouts - PayPerLead shall determine, where possible, actual Payouts that should be credited to the Publisher Account. PayPerLead may, at PayPerLead’s sole discretion, apply an estimated amount of Payouts, if:
  1. The Publisher is referring Visitors to Campaigns as verified by clicks through Links to Advertiser with PayPerLead Tracking Code,
  2. in the case of an error in transmission of Tracking Code data to PayPerLead, and;
  3. in an instance in which PayPerLead is able to utilize a historical analysis of the Publisher promotion of Advertiser to determine an equitable amount of estimated Payouts.
2. Access to Tracking and Reporting Tools - PayPerLead shall provide the Publisher with access to tracking and reporting tools. Tracking detail regarding Visitor Transactions is not available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers.
3. Support - Support for the Publisher program is available on-line through the "Contact Us" area in the PayPerLead publisher console, which allows the Publisher to describe its issue. Phone support may also be available during operating hours, except holidays.
Publisher Payments
1. Subject to the other provisions of this Agreement, PayPerLead shall credit the Publisher Account with a Payout for each qualifying Transaction on the basis of the Payout rate and Program terms for the relevant Transaction. PayPerLead shall pay any amounts due to Publisher using Pay Pal, wire or check approximately 40 days after the end of each month, provided only that PayPerLead may, at its discretion, withhold payments until a fraud investigation had ended. PayPerLead shall compile, calculate and electronically deliver to Publisher the data required to determine Publisher's billing and compensation. If PayPerLead is notified of a dispute PayPerLead will withhold funds until the dispute is resolved, in accordance with the dispute resolution. PayPerLead reserves the right to reduce any processing fees associated with the Publisher's payment. Any questions regarding the data provided by PayPerLead must be submitted in writing by Publisher to PayPerLead within 10 business days of receipt. In the absence of any such question, the information will be deemed accurate and accepted as such by Publisher. All amounts will be paid in US dollars. Minimum payment is $30.00. Processing fees will be deducted from Publisher commission balance. If Publisher does not earn the minimum amount in a month, the balance will be carried forward until such time as the minimum amount is earned or until this Agreement is terminated by either party. Publishers are responsible for ensuring that their e-mail address is current in their PayPerLead account details in order to receive payment.
2. The Publisher may elect to receive payment in any of the currencies that PayPerLead supports (as may be amended by PayPerLead). The conversion rate shall be determined in accordance with PayPerLead’s operating standards using the rates prevailing upon the date that payment is made to the Publisher, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by PayPerLead, shall be final and binding on the Publisher.
3. Charge-backs - PayPerLead may apply, a debit to the Publisher Account in an amount equal to a Payout previously credited to the Publisher Account in circumstances of :
  1. product returns, lead cancellation;
  2. duplicate entry or other clear error; (iii)
  3. non-bona fide Transactions;
  4. Publisher failure to comply with Program terms or other agreement with PayPerLead ("Charge-back"). Charge-backs may be applied to the Publisher Account at any time, including previous payment cycles.
4. Dormant Accounts - If the Publisher's Account has not been credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period ("Dormant Account"), the Account will be deactivated. Transactions will not be taken into consideration if the Transaction subsequently becomes a Charge-back.
5. Negative Accounts - The Publisher may have a negative balance if its Account is debited amounts equivalent to previous Payouts for Charge-backs and it does not have an adequate Account balance to cover the Charge-back amounts. When the Publisher has a negative balance, it must immediately remit payment to PayPerLead in an amount sufficient to bring its Account to a zero balance, or its Account is subject to 1.5% interest per month, compounded monthly.
Limitations On Use
1. Only individuals aged 18 years or over, partnerships comprised of such individuals, or other lawfully formed entities may participate in this service. Publisher must provide PayPerLead with up-to-date, complete and accurate contact information, including name, street address, telephone number and e-mail address. As all notifications to Publisher will be sent electronically, it is Publisher's responsibility to monitor and respond to e-mail messages sent to the address provided to PayPerLead.
2. Publisher must use its own website and identity in the sign-up process and may not assume a false or another person's or entity's identity or place PayPerLead links on a site without authorization. Any Publisher found to be placing PayPerLead links on an unauthorized site will be automatically terminated from PayPerLead and all earnings from unauthorized sites shall be immediately forfeited. Publisher must use a username/password combination to access its account, and it is Publisher's responsibility to keep this information confidential. Publisher may change this information inside the member account area if necessary. Publisher is solely responsible for any and all use of its PayPerLead account, including authorization granted to any other person or entity who may use its account. PayPerLead reserves the right to terminate any member at any time without prior notice and/or pursue any legal action in the case of any fraud, system abuse or any type of activity deemed to be inappropriate, in violation of this Agreement, or illegal by PayPerLead. Publisher agrees to promptly notify PayPerLead by email if Publisher suspects that any clicks or Results (as defined above) are not legitimate, or if any other Publisher, Advertiser, or other user is violating any of the terms of this Agreement. Publisher agrees not to display any content or materials on its website or through the PayPerLead program that infringes upon any person or entity's intellectual property or other proprietary rights, or is defamatory, libelous, obscene, pornographic, or otherwise unlawful. Publisher agrees to operate its website incompliance with all federal, state and local laws, including but not limited to the Copyright Act, the Digital Millennium Copyright Act, the Federal Trade Commission Act, and the Children's Online Privacy Protection Act. Publisher is prohibited from installing or using data-miners, parasites, scumware, keyloggers, Trojans, dialers, malware, browser hijackers, tracking components, or other software on any computers accessing Publisher's website or by any other means.
3. The Publisher represents and warrants that it will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow PayPerLead to personally identify Visitors. This item does not include lead generation in which a visitor left contact details for the purpose of being contacted by an advertiser.
4. The Publisher must conspicuously post its privacy policy on its Web site and otherwise make it available to all Visitors. The Publisher privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose its collection and use of Visitor information. The Publisher must fully and accurately disclose its use of third party technology, including PayPerLead’s tracking technology, use of cookies and options for discontinuing use of such cookies.
5. Applicable Codes and Code Maintenance - In order for PayPerLead to record the tracking of Visitors' Transactions resulting from actions to Advertisers promoted by the Publisher, the Publisher must include and maintain a PayPerLead Tracking Code. All Links and all advertisements ("Ad Content") must be in a Marketing Service compatible format created by PayPerLead.
6. The Publisher shall be responsible for all usage and activity on its account and for loss, theft or unauthorized disclosure of its password (other than through PayPerLead’s negligent or willful conduct or omission). The Publisher shall provide PayPerLead with prompt written notification of any known or suspected unauthorized use of its Account or breach of the security of its Account.
7. If a Publisher sub contracts or assigns in whole or any part of this Agreement, the sub-contractor or assignee will be bound by the same terms and conditions as the Publisher. It is the responsibility of the Publisher to inform and monitor compliance of and sub-contractor or assignee. Publishers will be held responsible for non-compliance by assignees and subcontractors and are subject to all remedies provided by this Agreement, including termination of service.
Proprietary Rights
1. For each Program the Publisher has been accepted, PayPerLead grants the Publisher the right to display and Link to the PayPerLead Web site or Web site content in accordance with the Advertiser's Program terms for the limited purposes of promoting the Advertiser's Program, subject to the terms and conditions of this Agreement. The Publisher use of the Link signifies its agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from deleting or changing any copyright or trademark notices. It is agreed between PayPerLead and Publisher that PayPerLead owns all rights in and to all information regarding the Visitors that the Publisher refers to Advertisers through PayPerLead.
2. The Publisher authorizes PayPerLead to utilize the Publisher trademarks, service marks, trade names, and/or copyrighted material that the Publisher provide to PayPerLead through the Publisher Account to promote the Publisher participation in the Marketing Services.
3. The Publisher agrees that its use of any PayPerLead Web site (such as www.Pay-Per-Leads.com, www.PayPerLead.co.il) and its use of any PayPerLead trademarks, service marks, trade names, and/or URLs is subject to the license and terms of use that are available from such Web site ("Terms of Use"). The Publisher explicitly agree not to adopt or use in any manner any trademarks, service marks, trade names, and/or URLs that are the same or confusingly similar to, or are combined with, those of PayPerLead.
4. All proprietary rights of Advertisers, the Publisher, and PayPerLead, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
5. The Publisher acknowledges that it obtains no proprietary rights in PayPerLead’s trademarks, service marks, trade names, URLs, copyrighted material, patents, and patent applications, and agrees not to challenge PayPerLead’s proprietary rights. The Publisher acknowledges that it obtains no proprietary rights in the Publisher Advertisers' proprietary rights, and agrees not to challenge such Advertiser's proprietary rights.
6. The publisher is prohibited from entering into a direct agreement with the Advertisers active in PayPerLead as long as he is an active Publisher of PayPerLead and for a period of 6 (six) months after terminating his publisher account with PayPerLead . Violation of this restriction will force the publisher to pay PayPerLead all the commissions generated with any direct relationship created with any active Advertiser account in PayPerLead.
Confidentiality
1. The Publisher or PayPerLead may provide the other with information that is confidential and to which that party or a third party has proprietary rights, as designated by the disclosing party or that may be reasonably understood to be subject to propriety rights and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in any case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information:
  1. that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, the Publisher must destroy or return to PayPerLead any Confidential Information provided by PayPerLead to the Publisher under this Agreement.
  2. The Publisher agrees that PayPerLead may, but is not obligated to, provide the Publisher email address(es) and basic Publisher Account details (including but not limited to the Publisher address, phone and fax number, Web site name, the date the website or subscription email first entered into operation, and visitor demographics) to Advertisers. PayPerLead may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which the Publisher referred such Visitor, and to any third party in PayPerLead's sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement. PayPerLead reserves the right to be able to utilize Tracking Code data provided to it, which may include: information about the Publisher performance statistics, to analyze Marketing Service trends, monitor Marketing Service efficiencies, maintain the integrity of the tracking code, promote Marketing Service capabilities and efficiencies, and promote the Publisher and its Web performance to Advertisers.
Term and Termination of Agreement
1. Term - This Agreement shall commence upon the Publisher's indication that it has accepted this Agreement in providing the required information and 'clicking through' the acceptance button on the PayPerLead Web site and shall remain in force until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon seven (7) days notice. PayPerLead reserves the right to terminate this Agreement and Publisher's right to use or receive any services or benefits including residuals relating to the PayPerLead program forthwith if Publisher breaches any term pf the Agreement, this being at PayPerLead’s sole discretion. The Publisher Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated due to a breach on the part of the Publisher, the Publisher shall not be eligible to enter into a Publisher Service Agreement with PayPerLead, and any attempt to do so shall be null and void.
2. Termination by Advertiser - An Advertiser may terminate the Publisher, one of the Publisher Web sites, or the Publisher ability to use a promotional method, from the Advertiser's Program for any or no reason, upon seven (7) days written notice with effect from the 8th day. Additionally, Advertiser may terminate The Publisher from the Advertiser's Program for breach of a third party's proprietary rights, and/or diluting, tarnishing or blurring an Advertiser's trademarks, trade names, and/or service marks, or for The Publisher material breach of the Program terms of this Agreement.
3. Termination or Deactivation by PayPerLead - PayPerLead may terminate The Publisher, one of The Publisher Web sites, or The Publisher use of a promotional method, from an Advertiser's Program, at any time in PayPerLead’s sole discretion. Breach of any Section of this Agreement is cause for immediate termination from the Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts. PayPerLead may temporarily deactivate or terminate The Publisher Account if:
  1. The Publisher or The Publisher agent are responsible for the improper functioning of Ad Content, or if The Publisher otherwise interfere with and/or fail to maintain the Tracking Code;
  2. The Publisher Account has not been logged into and/or there have been no Transactions credited to The Publisher Account for any 30 day period;
  3. The Publisher maintain a negative balance in The Publisher Account;
  4. PayPerLead determines The Publisher are diluting, tarnishing or blurring PayPerLead's proprietary rights;
  5. The Publisher begin proceedings to challenge PayPerLead's proprietary rights; or
  6. a third party (including a PayPerLead Advertiser) disputes The Publisher right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on The Publisher Web site, or through any of The Publisher promotional means. Upon termination of this Agreement, or in case of deactivation of The Publisher Account, The Publisher shall no longer accrue Payouts in The Publisher Account, including but not limited to subsequent sales and/or Leads for click-through that occurred prior to termination.
4. Termination of Programs and Offers - Programs and Offers may be discontinued at any time.
5. Post-termination - Upon termination of this Agreement, any outstanding payments shall be paid by PayPerLead to The Publisher within ninety (90) days of the termination date, and any outstanding debit balance shall be paid by The Publisher to PayPerLead within thirty (30) days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permission granted under this Agreement will terminate, and The Publisher must immediately remove all Links to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination. All representations and warranties made by Publisher and all remedies available to PayPerLead survive the termination of this Agreement.
No Warranties

THE FOLLOWING DISCLAIMERS APPLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW: NOTWITHSTANDING ANY TERM IN THIS AGREEMENT TO THE CONTRARY:
1. PAYPERLEAD DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ADVERTISERABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND
2. PAYPERLEAD DISCLAIMS ANY WARRANTY THAT
  1. THE PAYPERLEAD PROGRAM WILL NOT BE INTERRUPTED OR FREE OF ERRORS,
  2. THAT DEFECTS WILL BE CORRECTED,
  3. THAT THE PROGRAM IS VIRUS FREE,
  4. THAT THE SECURITY METHODS USED BY PAYPERLEAD WILL NOT BE COMPROMISED, AND
  5. THAT THE RESULTS RECEIVED BY ADVERTISERS WILL BE LEGITIMATE RESULTS.
Limitation of Liability

IN NO EVENT SHALL PAYPERLEAD BE LIABLE TO PUBLISHERS OR ANY OTHER PERSON OR ENTITY FOR DIRECT OR INDIRECT DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY ACTS OR OMISSIONS OF AN ADVERTISER OR PUBLISHER OR THEIR EMPLOYEES OR AGENTS, OR ARISING OUT OF OR IN CONNECTION WITH THE PAYPERLEAD SERVICES, INFORMATION PROVIDED BY ADVERTISERS OR PUBLISHERS, PRODUCTS OR SERVICES SOLD BY ADVERTISERS OR PUBLISHERS, OR THIRD PARTIES WHO TRANSACT BUSINESS WITH ANY ADVERTISER OR PUBLISHER. EXCEPT AS EXPRESSLY PROVIDED IN THE PARAGRAPH DESCRIBING SERVICES PROVIDED TO ADVERTISERS, PAYPERLEAD’S LIABILITY TO PUBLISHERS OR ANY THIRD PARTIES IN ANY AND ALL CIRCUMSTANCE IS LIMITED TO THE OUTSTANDING BALANCE DEPOSITED OR ACCRUED AS AN ACTIVE PAYPERLEAD MEMBER MINUS TRANSACTION PAYOUTS (I.E. AMOUNTS PAID TO PUBLISHERS FOR TRAFFIC SENT TO AN ADVERTISER) AND PAYPERLEAD SERVICE CHARGE(S). THIS LIMITATION OF LIABILITY IS APPLICABLE TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

PayPerLead does not endorse or approve or make any inquiry about any products or services offered by an Advertiser or Publisher. Further, PayPerLead does not investigate or conduct any inquiry as to the legitimacy, financial ability, actual existence or any other matter concerning any Advertiser or Publisher.
Indemnification

Publisher agrees to indemnify, defend, and hold harmless PayPerLead and its Publishers, directors, officers, employees and agents from for and against any and all liability, claims, costs, expenses, injuries, and losses, including reasonable attorneys' fees and costs, arising directly or indirectly out of any disputes between the Publisher and any other party relating to this Agreement or services provided by PayPerLead.
Miscellaneous
1. Applicability - This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the PayPerLead website Advertiser interface are explicitly bound by this Agreement.
2. Governing Law - This Agreement will be governed by and construed in accordance with the laws of Israel and the exclusive venue for any dispute will be Tel-Aviv, Israel. The United Nations Convention on the International Sale of Goods shall not apply to any dispute arising out of or in connection with this Agreement.
3. Authority to Enter into Agreement - By executing this Agreement, Advertiser warrants that Advertiser (or Authorized Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot enter into a binding contract.
4. Notices - Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via overnight mail or facsimile: (a) to PayPerLead at 16 Galgalei Haplada St, Herzliya Business Park 46120, Israel and/or via facsimile to +972-9-956-6263 and, (b) to Publisher, at the address or facsimile number listed on the Publisher Account. Notices shall be effective upon a facsimile confirmation, the notified party's actual receipt (or refusal to accept to receipt, if applicable), or five (5) days after the date of mailing.
5. Relationship of the Parties - Publisher and PayPerLead are independent contractors, and nothing in this Agreement will create any joint venture, agency, franchise, sales representative, or employment relationship between the parties. Publisher has no authority to make or accept any offers or representations on behalf of PayPerLead. Publisher will not make any statement, on its Website or otherwise, that reasonably would contradict anything in this section.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE PUBLISHER) AND PAYPERLEAD. BY SIGNING UP TO PAYPERLEAD YOU AGREE TO HAVE AN UNDERSTANDING OF THESE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CAN NOT PARTICIPATE IN THE MARKETING SERVICE UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

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