This publisher's terms and conditions agreement, (hereinafter referred to as "Agreement"), is made and entered into on the date accepted by the recipient of these Terms and Conditions and is by and between, the recipient of these Terms and Conditions (hereinafter referred to as "Publisher") and LC Acquisition, LLC, (hereinafter referred to as "LeadChimp"), both parties are collectively referred to hereinafter as "Parties".
In consideration of the mutual covenants, agreements, representations, and warranties contained herein, the parties hereto agree as follows:
1. ContentLeadChimp reserves the right to refuse to affiliate with any Publisher based on LeadChimp's company policy that includes, but does not limit itself to, affiliating with a Publisher that promotes:
a. Nudity, pornography, and sexual material of a lewd or obscene nature and intent, or that violates local, state, national and/or international laws;
b. any material that violates or illegally infringes in any way upon the rights of others including, without limitation, copyright or trademark rights; including but not limited to "warez" (copyrighted software that is distributed illegally), "mp3" files of copyrighted music, copyrighted photographs, text, video or artwork, or any material that infringes on the trademark, tradename, tradedress or copyrighted material or text of another.
c. any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, harmful, libelous, indecent, or otherwise objectionable (including, but not limited to, posting the private information of other parties);
d. content that promotes, encourages, or provides instructional information about illegal activities (such as "hacking", "cracking", or "phreaking");
e. any software, information or other material that contains code, corrupted data, or any other harmful or damaging component designed to damage or impair the operability of computer systems;
f. hate propaganda, swearing, or fraudulent material or activity; and,
g. content that promotes, encourages, invites, uses, provides, or otherwise engages in placing or receiving a bet or wager or any other activity that meets the legal or regulatory requirements for unlawful gambling, or sending, receiving, or inviting information assisting in the placing of a bet or wager or any other activity that meets the legal or regulatory requirements for unlawful gambling.
2. DefinitionsCPC - Means a campaign for which Publisher shall be paid on a Cost Per Unique Click basis.
CPA - Means a campaign for which Publisher shall be paid on a Cost Per Action basis.
Unique Clicks - Means the number of times, as recorded by LeadChimp's server, a person accessing Publisher's website or Email as identified by Cookie or IP Address, clicks on an advertisement creative, provide however, that a click on a specific advertisement creative by a particular visitor will only be counted as a Unique Click once every 1-hour period. In no event may more than 5% of Unique Clicks for any payout calculation come from one IP Address.
Action – Means a desired action has occurred as required and as determined by the Advertiser. Depending on the particular campaign, an action can be the purchase of a product, the completion of a form or other desired action on the part of a consumer having occurred. In the case of a lead generation campaign, an Action is considered to be an explicit sign-up from an interested consumer in response to the Advertiser offer.
LeadChimp Network - Means LeadChimp's centrally coordinated group of third parties through which LeadChimp can distribute advertisements.
Email - Means a Text or HTML email sent to a one hundred percent (100%) permission based subscriber list via electronic mail over the Internet.
Email Subscriber - Means a person who submits an e-mail address to the Publisher that is then validated by such person by submitting to Publisher subscription information confirming their request to receive the Company Email.
Website - Means information presented at a World Wide Web URL address commonly viewed through an Internet browser.
3. ApprovalMembership in the LeadChimp Network is subject to prior approval of LeadChimp. LeadChimp reserves the right to withhold approval of membership in the LeadChimp Network for any reason whatsoever. Approval of membership in the LeadChimp Network is limited only to the specific websites and email publications for which such approval relates.
4. TerminationLeadChimp reserves the right to terminate any Publisher's relationship with the LeadChimp Network for any reason whatsoever. Termination notice may be provided via e-mail or any other means and will be effective immediately. Upon receipt of such termination notice, Publisher agrees to immediately cease using LeadChimp's services, including, but not limited to, removal of LeadChimp advertisements, codes and/or site links from Publisher's Website and Email publication(s). In the case of termination, all legitimate moneys due to Publisher will be paid during the next billing cycle as set forth in Section 14 below.
5. Minimum RequirementIn order to participate in the LeadChimp Network, Publications must meet the following monthly minimum requirements:
Websites: Websites must maintain a minimum of 10,000 unique visitors per week.
Newsletters: For Emails that are mailed on a weekly or monthly basis the minimum Email size shall be 5,000 unique subscribers, for Emails mailed on a daily basis the minimum Email size shall be 1,000 unique subscribers.
Emails: The permission based email list for Emails must have a minimum of 5,000 unique subscribers.
LeadChimp reserves the right to terminate Publisher's relationship with the LeadChimp Network immediately should either (a) the preceding conditions are not maintained, or (b) the Unique Click through rate falls below the membership threshold established by LeadChimp from time to time, or (c) the Unique Clicks delivered per mailing falls below the membership threshold established by LeadChimp from time to time; provided, however, should LeadChimp exercise it's rights pursuant to this Section, Publisher shall be entitled to receive payment for any Unique Clicks and/or Actions delivered up to and including the date of termination.
6. Content ProtectionPublisher warrants and represents that all content, products, and services included in his or her Publication(s) are legal to distribute and that he or she owns or has the legal right to use any and all copyrighted material.
7. Limitation of LiabilityEXCEPT AS PROVIDED IN HEREIN, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED HEREIN. PUBLISHER AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST LeadChimp FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST LeadChimp MORE THAN ONE YEAR AFTER THE DATE OF SERVICE UNDER THIS AGREEMENT. IN NO EVENT SHALL LeadChimp'S LIABILITY EXCEED THE TOTAL AMOUNT PAID TO PUBLISHER BY LeadChimp HEREUNDER.
8. IndemnificationPublisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth in the Publisher's Website and Email publication(s) and/or (ii) any content or material to which users can link through the Publisher's Website and Email publication(s) (other than through an advertisement supplied by LeadChimp). Publisher hereby agrees to indemnify, defend and hold harmless LeadChimp and its officers, directors, agents, affiliates, employees and advertisers or clients from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation in any jurisdiction in which it operates in connection with the Publisher's Website and Email publication(s) (except for advertisements supplied by LeadChimp); (b) arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with LeadChimp; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher's Website and Email publication(s) (other than through an advertisement supplied by LeadChimp).
9. ApplicabilityThese terms and conditions, as and if amended, shall apply to Publisher for as long as Publisher is a member of the LeadChimp Network and shall, along with the provisions of any Ad Select LeadChimp Network Agreement entered into between LeadChimp and Publisher, constitute the entire and only Agreement between the parties regarding Publisher's membership in the LeadChimp Network, and shall supercede all previous communications, representations or Agreements, whether written or oral between the parties. To the extent that Publisher utilizes further publishers, affiliates or third parties ("Subaffiliates") to assist in its efforts, Publisher shall be solely responsible for the activities of its Subaffiliates and all any violation by its Subaffiliate shall be construed to be a violation by Publisher.
10. PUBLISHER RESPONSIBILITIES:10.1 Publisher General Responsibilities:
In addition to the responsibilities set forth herein, Publisher specifically accepts and agrees to abide by LeadChimp's email guidelines, which are hereby incorporated by reference.
Publisher represents and warrants that it shall deliver advertisements under this Agreement, and shall conduct its business, in compliance with all federal, state and local laws and regulations.
To insure compliance with these terms and conditions, any Publisher that materially changes the subject matter of their Website or Email publications content after approval for membership in the LeadChimp Network shall notify LeadChimp of the changes immediately. We prefer you notify us ahead of time of any major changes in content or design.
Publisher recognizes that LeadChimp has proprietary relationships with the third-party advertisers which advertise on the LeadChimp Network and member agrees not to knowingly solicit, induce, recruit, encourage, directly or indirectly, any advertiser that is known to publisher to be a client and/or customer of LeadChimp (e.g., an advertiser which runs advertisements on the LeadChimp Network), for purposes of offering products or services that are competitive with LeadChimp (including the provision of advertising inventory) nor contact such advertisers for any purpose, during the term of member's membership in the LeadChimp Network and for the 90 day period following termination of publisher's membership in the LeadChimp Network. Any attempt by Publisher to directly contact or solicit an advertiser who provides advertisements through the LeadChimp Network may, at LeadChimp's sole discretion, result in immediate termination without pay.
Unless they have received the prior written approval of LeadChimp, no Publisher shall induce visitors or subscribers to click on advertisements based on incentives.
Provided Publisher receives LeadChimp's prior approval (i) Publisher will be allowed to run LeadChimp Network advertisements ONLY on the incentivized inventory expressly approved by LeadChimp in writing for CPA campaigns ONLY. PUBLISHER REPRESENTS AND WARRANTS THAT ANY UNIQUE MEMBER ID USED BY SUCH PUBLISHER (a) SHALL BE ANONYMOUS, (b)WILL NOT INCLUDE ANY PERSONALLY IDENTIFIABLE INFORMATION, AND (c) WILL COMPLY WITH ALL APPLICABLE FEDERAL AND LOCAL LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, ALL PRIVACY LAWS AND REGULATIONS.
Under no circumstances may a Publisher, without the prior, express written consent of LeadChimp, (i) alter, modify or change in any manner any advertisements provided by the LeadChimp Network; provided that Publisher may, without prior approval, change the font type, font style, and font size of text-link advertisements offered on the LeadChimp only for the purpose of matching the font in Publisher's Website or Email publication or, (ii) mail an Email so that it appears to the subscriber to have been sent by LeadChimp or one of its advertisers, or (iii) send any Email that contains a advertisement using a subject line that has not been approved by LeadChimp for use with that particular advertisement. Such activity is strictly prohibited and grounds for immediate termination without pay. Furthermore, Publisher recognizes that a breach of the foregoing conditions could result in immediate, extraordinary and irreparable damage to LeadChimp and its relationships with its advertisers, and that damages may be difficult to measure. Therefore, Publisher agrees that should they violate the foregoing conditions, LeadChimp may, in addition to other legal remedies, terminate Publisher's participation in the LeadChimp Network immediately without pay and assess liquidated damages.
Upon approval for membership in the LeadChimp Network, Publisher shall have the option of choosing from several advertisements for placement in Publisher's Website and Email publications, which advertisements are then currently available on the LeadChimp Network. Publisher agrees to use the currently available advertisements that Publisher selects only in connection with a particular Website or Email publication, in accordance with the traffic instructions set forth at the time of selection, and only on Websites or in Email publications that have been specifically approved by LeadChimp. Approval of placement must be approved by LeadChimp, in writing and in advance of such use. Even if the same advertisement is available in the LeadChimp Network for more than one Website or Email publication (i.e., the same advertisement appears for Website and Email campaigns), advertisements must be accepted individually for each website and email publication. No publisher may place an advertisement on any website or in any email publication other than the website or email publication for which such advertisement was originally intended and accepted. Publisher shall not use advertisements selected for use in prior Website campaigns or in prior Email publications in subsequent Website campaigns or Email publications or in other Publisher Websites or Email publications, unless the advertisements continue to be available in the then Currently Available Campaigns for such Publisher Websites or Email publication. LeadChimp reserves the right to pay Publisher only for Unique Clicks and/or Actions delivered on advertisements placed in Publisher's Publication which were appropriately selected from the then currently available ads. PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF ADVERTISEMENTS THAT THEY HAVE PLACED ON THEIR WEBSITE AND WITHIN THEIR EMAIL PUBLICATION ON A REGULAR AND TIMELY BASIS. IT IS THE PUBLISHER'S SOLE RESPONSIBILITY TO CHANGE ADVERTISEMENTS WHEN A CAMPAIGN IS NO LONGER ACTIVE IN THE LeadChimp NETWORK. LeadChimp ASSUMES NO RESPONSIBILITY TO NOTIFY A PUBLISHER WHEN AN ADVERTISEMENT IS NO LONGER ACTIVE IN THE LeadChimp NETWORK.
No Publisher can alter, copy, modify, take, sell, re-use, or divulge any LeadChimp Network computer code, except as is necessary to partake in the LeadChimp Network.
Publisher must adhere to LeadChimp's specific traffic instructions. If Publisher does not adhere to LeadChimp's specific traffic instructions, LeadChimp reserves the right to withhold payment from Publisher.
To insure timely, accurate payout, Publisher must notify LeadChimp by contacting his or her account executive of any changes to (i) Payee Name and/or Tax ID, (ii) the number of monthly impressions for a participating website; and (iii) the number of subscribers for any participating Email publication or Email list.
The following methods of generating user interest are unacceptable to LeadChimp and may be grounds for termination from the LeadChimp Network:
- mailing Newsletter or Emails to readers other that those who have elected to receive the Newsletter or Mail (Spamming); or
- use of unsolicited e-mail or inappropriate newsgroup postings to promote Emails; or
- auto spawning of browsers;or
- automatic redirecting of readers; or
- blind text links;or
- misleading links; or
- any other method that may lead to artificially high numbers of delivered clicks.
LeadChimp reserves the right to terminate Publisher's relationship with the LeadChimp Network immediately should the amount of United States-based traffic to a Publisher's Website or Email publication (determined by the IP address of visitors to Publisher's Website or Email publication as recorded by LeadChimp) equals less than 80% of the total traffic to such Publication (determined by the total number of click-throughs delivered by Publisher as recorded by LeadChimp), provided, however, should LeadChimp exercise it's rights pursuant to this paragraph of Section Publisher shall be entitled to receive payment for any Impressions, Unique Clicks, and/or Actions delivered up to and including the date of termination, as long as Publisher's earnings equal at least $25.00 at the date of termination, amounts under $25.00 shall be forfeited.
Publisher is required and agrees to maintain at all times during their membership in the LeadChimp Network, and for a period of three (3) years after any termination from the LeadChimp Network, complete and accurate subscriber sign-up/registration data for every subscriber to Publisher's Email publications. Publisher agrees that, within twenty-four (24) business hours of LeadChimp's request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any email address that Publisher sends an email to with an Ad Select LeadChimp Network advertisement: (1) subscriber email address used to sign-up/register for Publisher's Email publication, (2) subscriber's IP address, (3) date and time of subscriber's sign-up/registration for Publisher's Email publication, and (4) location of subscriber's sign-up/registration (i.e., what is the original source of the subscriber email address; where did they sign-up/register for Publisher's Email publication).
10.2 Website Publisher Responsibilities for Websites
As a condition of joining the LeadChimp Network, Publisher agrees to allow LeadChimp, at LeadChimp's request, to place a pixel on Publisher's Website to verify monthly traffic.
Publishers are to keep advertisements solely on the URL(s) that was submitted in their application and approved by LeadChimp. Any other URLs must receive LeadChimp's prior written approval before placing advertisements on those sites. Furthermore, publishers must get prior written approval before placing advertisements within surf bars, or any other downloadable application. The following methods of serving advertisements are unacceptable and may result in termination from the LeadChimp Network, without pay: (i) autospawning of browsers or automatically redirecting users to an advertiser's site; (ii) clicking on your own banners or text-links; (iii) Blind text links or misleading links; (iv) incentive clicks: A visitor should never be induced to click on an advertisement in order to (a) access any part of a publisher's Website or publication, (b) enter any form of sweepstakes or contest, or (c) earn credits or payment; (v) forced clicks: A visitor or subscriber should never be 'forced' to click on an advertisement because their browser has been hijacked, or because an advertisement has been altered so that it is impossible to close without clicking it; (vi) any other method that may lead to an artificially high numbers of clicks or visitors, as determined by LeadChimp in its sole discretion.
No Publisher may place advertisements on any Website other than the Website for which the advertisement was accepted. No Publisher will place advertisements, intended for Websites on any other medium other than Internet Websites, including but not limited to Emails.
Publishers are responsible for serving advertising text and creatives for ads accepted for delivery on Publisher's Website(s). Publisher may not, without prior written approval from LeadChimp, call an advertising creative from LeadChimp server to serve on Publisher's Website(s).
10.3 Newsletter Publisher Responsibilities
Prior to participating in the LeadChimp Network, and from time to time at the request of LeadChimp, Publisher agrees to provide, or to have their third party Email host provide, LeadChimp with evidence (in easy to count, electronic format) verifying the number of Email Subscribers for each Email that Publisher enrolls in the LeadChimp Network (the "Evidence"). Should Publisher use a third party host to mail their Email(s), Publisher shall have such third party host agree to and accept LeadChimp's LeadChimp Network Terms and Conditions and grants LeadChimp the right to contact such third party host directly to obtain such Evidence. LeadChimp agrees to use all reasonable measures to hold in strict confidence and not use, for any purpose other than verifying the number of Email Subscribers for each Email publication that Publisher enrolls in the LeadChimp Network, or disclose to any third party any Evidence that is made available to LeadChimp, subject to the terms of this Agreement. Upon Publisher's request at any time, LeadChimp shall return to Publisher all originals and copies of the Evidence that has been provided by that Publisher, and shall destroy all notes, records, charts, or other documents containing in whole or part any of the Evidence provided by the Publisher to LeadChimp. Such delivery shall be made as quickly as possible after the Publisher informs LeadChimp of this desire to have such return and/or destruction.
Publisher represents and warrants to LeadChimp that all email addresses collected or used by it in the delivery of advertisements under this agreement were collected in full compliance with all applicable state, federal and local.
Laws and that the Publisher has the legal right to deliver email messages to such addresses as contemplated herein without violating any law or regulation. Publisher will send a copy of each Email containing advertisements provided by LeadChimp to LeadChimp for content verification. Copies should be sent to test@LeadChimp.
All ads accepted for delivery in an Email must be delivered within Publisher's Email publication, which has been specifically approved pursuant to Section 3, and opened by an Email Subscriber of their own volition. The following methods of serving ads are unacceptable and may result in termination from the LeadChimp Network, without pay:
- serving ads from a Website, even if the visitor arrived at the Website by clicking on an ad in Publisher's Email publication, provided that, Publisher may serve ads in archived editions of Publisher's Email publication maintained on Publisher's web site (NOTE: the only way a subscriber should arrive at an advertiser's Website is from clicking on an ad that appears within Publisher's Email publication);
- spamming, including unsolicited posting of ads in newsgroups;
- automatic opening of ads; any incentives to induce subscribers to open ads; and
- alteration of an advertising creative, without the prior written permission of LeadChimp, including editing a text ad in any way. All Email must be 100% permission based (i.e., Publisher's subscribers must specifically request receipt of Publisher's Email publication). LeadChimp reserves the absolute right to terminate any accounts that violate this provision of the Terms and Conditions. Any addresses on Publisher's subscriber list that are added as a result of anything other than a subscriber specifically requesting to receive a Email, will be considered unsolicited email and grounds for immediate termination from the LeadChimp Network.
Every Email sent by Publisher to Email Subscribers pursuant to this Agreement shall include an opportunity for the Email Subscriber to opt-out of the receipt of Publisher's Email, and easy to follow instructions how to do so.
10.4 Email Publisher Responsibilities
Publisher represents and warrants to LeadChimp that all email addresses collected or used by it in the delivery of advertisements under this agreement were collected in full compliance with all applicable state, federal and local laws and that the Publisher has the legal right to deliver email messages to such addresses as contemplated herein without violating any law or regulation.
All ads accepted for delivery in a Solo Email must be delivered to the emails included Publisher's Solo Email list, which has been specifically approved pursuant to this agreement, and opened by an email recipient of their own volition. The following methods of serving ads are unacceptable and may result in termination from the LeadChimp Network, without pay:
- serving ads from a Website, even if the visitor arrived at the web site by clicking on an ad in Publisher's Solo Email, (NOTE: the only way a subscriber should arrive at an advertiser's web site is from clicking on an ad that appears within Publisher's Solo Email mailing); or
- spamming, including unsolicited posting of ads in newsgroups; or
- automatic opening of ads; any incentives to induce subscribers to open ads; or
- alteration of an advertising creative, without the prior written permission of LeadChimp, including editing a text ad in any way. No member will place advertisements accepted for delivery in an Email within unapproved Emails that include content other than a single advertisement, on Websites, or on web pages, or in such a fashion that may be deceptive to the reader.
Any Emails delivered by Publisher that include an ad supplied by LeadChimp MAY NOT include any other ads or content of LeadChimp or any other content provider. Emails delivered hereunder may only include ONE ad and NO OTHER CONTENT.
LeadChimp reserves the absolute right to terminate any accounts that violate this provision of the Terms and Conditions. Any addresses on Publisher's Email list that are added as a result of anything other than a subscriber specifically requesting to receive Emails, will be considered unsolicited email and grounds for immediate termination from the LeadChimp Network.
Every Email sent by Publisher to its subscribers pursuant to this Agreement shall include an opportunity for the subscriber to opt-out of receiving Publisher's Emails, and easy to follow instructions how to do so.
Publisher agrees that prior to mailing any campaign, it will download the most recent suppression list for that campaign and will suppress all email addresses within its database that are found on such list.
10.5 Publisher Responsibilities With Respect to the FCC's "Restrictions on Mobile Service Commercial Messages" Publisher agrees that it has downloaded and removed the domains located on the FCC's wireless domain names list which can be found at: http://www.fcc.gov/cgb/policy/DomainNameDownload.html from all data used and agrees that any new data that acquired by Publisher will be run against such list and removed from all future data used.
11. RemedyIf any member violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, LeadChimp reserves the right to withhold payment and take appropriate legal action to cover its damages.
12. AuditLeadChimp shall have the sole responsibility for calculation of statistics, including Impressions and Unique Click numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to LeadChimp. LeadChimp will provide Publisher with a reviewed audit of the numbers, which shall be final and binding on the parties.
13. PublicityLeadChimp shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of LeadChimp and Publisher.
14. PaymentPayment for advertisements will be made based upon the rate advertised by LeadChimp. Payout rates on advertisements selected by Publisher from the campaigns offered by LeadChimp shall be honored for a period of twenty-four (24) hours from the time such advertisements are accepted by Publisher provided the ad has units remaining for delivery. IT IS THE PUBLISHER'S SOLE RESPONSIBILITY TO CHANGE ADVERTISEMENTS IN HIS OR HER PUBLICATION WHEN A CAMPAIGN IS NO LONGER ACTIVE IN THE LeadChimp NETWORK (i.e., THE CAMPAIGN HAS NO UNITS REMAINING FOR DELIVERY). LeadChimp ASSUMES NO RESPONSIBILITY TO NOTIFY A PUBLISHER WHEN AN ADVERTISEMENT IS NO LONGER ACTIVE IN THE LeadChimp NETWORK. LeadChimp reserves the right, in its sole discretion, to change the payout rates on any advertisements selected by Publisher which are delivered on Publisher's Website or in Publisher's Email publications more than twenty-four (24) hours after Publisher's acceptance of such advertisement. Payment will be made on or about the 20th day after the end of the month in which Publisher earned such revenue. No checks will be issued for any amounts less than US$25. All un-issued earnings will rollover to the next pay period. LeadChimp, reserves the right not to pay any accounts, members, or Email publications that violate any of the above terms and conditions. LeadChimp will be responsible for determining, in its sole and absolute discretion what acts and omissions violate this policy.
15. ModificationsLeadChimp reserves the right to change any conditions of this Agreement at any time. Members are responsible for complying with any changes to the LeadChimp Network Terms and Conditions within 10 business days from the date of change. Members shall periodically refer back to these Terms and Conditions.
16. WarrantiesLeadChimp MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. ALL ORDERS ARE CONTINGENT UPON LeadChimp'S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND UPON DELAYS CAUSED BY ACCIDENTS, WAR, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND ITS CONTROL. LeadChimp WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES.
17. Governing LawThe relationship between LeadChimp and Publisher will be governed by, and construed in accordance with, the laws of the State of Florida without regard to its laws or regulations relating to conflicts of laws. Publisher hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Florida and the federal courts situated in the State of Florida in connection with any action arising between the parties.
18. SeverabilityIf any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby and shall continue in full force and effect.
19. PrivacyPublisher shall support LeadChimp's commitment to protect the privacy of the online community; such commitment is set forth in LeadChimp's Privacy Statement, which is hereby incorporated into these terms and conditions.
20. ExclusivityParticipation in the LeadChimp Network is non-exclusive. Publisher has the right to include advertising from other sources within Websites and individual Email publications; provided that any Emails delivered by Publisher with ads supplied by LeadChimp may not include any other ads.