Publisher Agreement

Last Updated: Jan 9st, 2019

LEAP THEORY, LLC PUBLISHER AGREEMENT

This Publisher Agreement (“Terms and Conditions”) shall govern the relationship between Leap Theory, LLC (“Leap Theory”), and the Applicant submitting an Application to Leap Theory, in connection with participation in the Leap Theory Publisher Program (“Program”).  Either party to this Agreement may be referred to as a “party” or together as “parties.”  Please be advised that this Agreement is subject to change at any time, in Leap Theory’s sole discretion.

BY SUBMITTING AN APPLICATION TO PARTICIPATE IN THE PROGRAM, AND CHECKING THE BOX OR CLICKING THE “ACCEPT AND CONTINUE” BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PUBLISHER PORTAL OR OTHERWISE PROVIDED BY LEAP THEORY, PUBLISHER (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT IT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENTS AND WARRANTS THAT IT IS LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., PUBLISHER IS  NOT A MINOR) AND THAT IT IS AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING ANY PROGRAM PARTICIPATION REQUIREMENTS.  IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

  1. Application, Responsibilities of Publisher.
  1. Lead Generation Toolkit.
  1. Grant of Limited License.
  1. Leap Theory may make use of or include transaction tracking codes (the “Transaction Tracking Code”).  Publisher shall not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code and/or other technology or methodology required or made available by Leap Theory to be used in connection with any and all aspects of the Lead Generation Toolkit.  All determinations made by Leap Theory in connection with Program shall be final and binding on Publisher.  Leap Theory expressly reserves the right to seed applicable data in order to monitor Publisher’s compliance with the terms of this Agreement and applicable laws, rules, and regulations.
  1. Additional Requirements. Publisher will provide Leap Theory with any information that its requests to verify Publisher’s compliance with this Agreement, the Application, or any requirements of the Program.  In addition to any other rights or remedies available to Leap Theory, Leap Theory may terminate this Agreement, withhold (and Publisher agrees it is not eligible for) any fees owed to Publisher under this Agreement, or both, if Leap Theory determines that Publisher or other persons that Leap Theory determines are publisherd with Publisher or acting in concert with Publisher (whether in respect to any existing or previously terminated account) have not complied with any requirement or restriction described in this Agreement or incorporated by reference, or have violated any other license or agreement with Leap Theory.  Publisher hereby consents to Leap Theory sending Publisher emails about the Program, monitoring, recording, and disclosing information about Publisher, its Publisher Sites, and visitors and other information Leap Theory may obtain in connection with Publisher’s participation in the Program; monitoring, crawling, or otherwise investigating Publisher Sites to verify compliance with this Agreement and any other direction provided.  Notwithstanding anything to the contrary herein, Leap Theory reserves the right to report all known and/or suspected fraudulent or unlawful conduct by any Publisher to interested parties and to make such conduct public.  Publisher agrees not to hold Leap Theory liable for any consequences of such reports.  Publisher acknowledge that it shall be in Leap Theory’s sole discretion to determine whether or not fraudulent conduct has occurred or is suspected and to whom the conduct may be reported.
  1. Subject to the terms and conditions of this Agreement, Leap Theory shall pay Publisher a fee (“Lead Generation Fee”) for Leads based on the amount specified on the applicable insertion order for a specific campaign and/or published on the Publisher Portal, as follows:
  1. Data Ownership; License.

 

  1. Sub-Publishers. For purposes of this Agreement, any partner, associate, contractor, representative, or agent of Publisher that participates in or performs any activities for Publisher as a part of the Program shall be deemed to be a “Sub-Publisher.” Any and all Sub-Publishers must be pre-approved by Leap Theory, and all Sub-Publisher website URLs must be disclosed in advance to Leap Theory.  Without limiting the generality of the foregoing, any Sub-Publisher is prohibited from using Leap Theory’s Lead Generation Toolkit, Advertisements, and any other materials from Leap Theory on any website without prior approval by Leap Theory in writing.  Leap Theory reserves the right to withhold or refuse approval of any Sub-Publisher for any reason or no reason at all, and Leap Theory may revoke its approval of any Sub-Publisher at any time, with or without notice, for any reason or no reason at all.  All Sub-Publishers must meet the same criteria for approval and must comply with, at a minimum, the same obligations as required of the Publisher under this Agreement.  Publisher shall be responsible for the acts and/or omissions of its Sub-Publishers.
  1. Consumer Disclosures and Privacy. Publisher shall clearly and conspicuously post disclosures and a privacy policy to Sites (“Publisher Disclosures and Privacy Policy”).  The Publisher Disclosures and  Privacy Policy shall fully and accurately describe Publisher’s: (i) collection, use, and sharing of consumer information; (ii) email, SMS, telephone, and other marketing practices, and applicable opt-in and opt-out policies and procedures; and (iii) data security measures.  Publisher represents and warrants that Publisher will, at all times, comply with the Publisher Disclosures and Privacy Policy posted to Sites, and that such Publisher Disclosures and Privacy Policy will, at all times, comply with all applicable laws, rules, and regulations.  Publisher Disclosures and Privacy Policy shall be substantially similar and have clauses no less protective of data than the disclosures and policy made available on the Publisher Portal, and all copies retained by Publisher.
  1. Telemarketing Compliance.
  1. Advertising Practices.
  1. Use of Name and Trademarks. Title to and ownership of the Marks will remain with their owner. The licensee will use the Marks exactly in the form approved by their owner and will not take any action inconsistent with the owner's ownership of the Marks.  All goodwill accruing from use of such Marks will automatically vest their owner.  Owner will not form any combination marks with Marks, and agrees to comply with any usage guidelines or quality control requirements with respect to the Marks, as may be provided by such owner from time to time.  Any and all use of Marks will inure to the sole and exclusive benefit of their owner.
  1. Term and Termination.
  1. Representations and Warranties. Publisher hereby represents and warrants that:
  1. Publisher agrees to indemnify, defend, and hold harmless Leap Theory, its parents, publishers and/or subsidiaries, and each of their respective, members, directors, officers, partners, managers, employees, shareholders, contractors, representatives, agents and attorneys (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs, expenses, or settlement costs) arising from or related to: (i) Publisher’s participation in the Program; (ii) any breach or alleged breach of this Agreement, or any representation, warranty, or covenant contained herein by Publisher, its Sub-Publishers, or each of their respective members, directors, officers, partners,  managers, employees, agents and attorneys; and/or (iii) any violation or alleged violation of any applicable law by Publisher, its Sub-Publishers, or each of their respective officers, directors, partners, members, managers, employees, agents and attorneys.  This Section 16 shall survive termination of expiration of the Agreement.
  1. DISCLAIMERS/LIMITATION OF LIABILITY. THE PROGRAM, PUBLISHER PORTAL, ANY DATA, LEAD GENERATION TOOLKIT, ADVERTISEMENTS, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND ALL CREATIVE MATERIAL (“CREATIVE MATERIALS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT OF THE LAW, LEAP THEORY AND ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE.  LEAP THEORY HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE PROGRAM, AND/OR CREATIVE MATERIAL.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM LEAP THEORY SHALL CREATE ANY WARRANTY, REPRESENTATION, AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.  LEAP THEORY DOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE.  IN NO EVENT SHALL LEAP THEORY BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), BY WHOMSOEVER CAUSED, TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING THE PUBLISHER, OR ITS RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF LEAP THEORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGOTIATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LEAP THEORY AND PUBLISHER.  THE PROGRAM, AND CREATIVE MATERIAL WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. UNDER NO CIRCUMSTANCES SHALL LEAP THEORY BE LIABLE TO PUBLISHER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH PUBLISHER’S MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM PUBLISHER’S PARTICIPATION IN THE PROGRAM.  LEAP THEORY’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE FEES PAID BY LEAP THEORY TO PUBLISHER DURING THE PRECEDING THREE (3) MONTHS.

  1. Confidentiality.
    • As used herein, “Confidential Information” means any information or data, regardless of whether it is in tangible or intangible form, disclosed by a party (each, a “Disclosing Party”) to the other party (each, a “Receiving Party”) that Disclosing Party has either marked or orally implied as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) calendar days of disclosure to Receiving Party; provided, however, that a Disclosing Party's business plans, marketing plans, strategies, lender names, product offering, pricing, pay-out ratios, conversion metrics, technologies (including, without limitation, all proprietary technology related to the services or products of a Disclosing Party ), research and development, current customers, billing records, products or services, the terms of any customer agreement and the terms of this Agreement shall be deemed Confidential Information even if not so marked or identified. The Receiving Party shall keep confidential, shall not disclose, sell or transfer or otherwise use in any manner other than as necessary to exercise its rights and/or perform its obligations under this Agreement, and shall protect from unauthorized use, disclosure, sale or transfer by its employees or agents, the Confidential Information and all copies or physical embodiments thereof in its possession. The Receiving Party shall secure and protect the confidentiality and value of the Confidential Information and any and all copies and other physical embodiments thereof in its possession in a manner consistent with the maintenance of Disclosing Party's rights and interest therein.  
  1. Non-Circumvention. Publisher recognizes that Leap Theory has proprietary relationships with publishers, advertisers, and other third-parties that participate in the Program.  Publisher agrees not to circumvent Leap Theory’s relationship with such publishers, advertisers, and third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by publishers in the Program for any publisher, advertiser, or third-party publisher that is known, or should reasonably be known, by Publisher to participate in the Program, during the term of this Agreement and for the six (6) month period following termination or expiration of this Agreement. Notwithstanding the foregoing, to the extent that Publisher can show that any such publisher, advertiser, or third-party already obtained such services from Publisher prior to the date of this Agreement, Publisher shall not be prohibited from continuing such relationship.  Publisher agrees that monetary damages for its breach, or threatened breach, of this section will not be adequate and that Leap Theory shall be entitled to: (i) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; (ii) liquidated damages from Publisher in the amount equal to one hundred percent (100%) of the fees paid to Publisher for the prior twelve (12) month period; and/or (iii) any and all other remedies available to Leap Theory at law or in equity.
  1. Other Provisions.

Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. To the extent permitted by law, Publisher agrees that Publisher will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that Publisher may have against Leap Theory and its employees, officers, directors, members, representatives and assigns.  Publisher agrees to the entry of injunctive relief to stop such a lawsuit or to remove Publisher as a participant in the suit.  Publisher agrees to pay the attorney's fees and court costs that Leap Theory incurs in seeking such relief.

3110 Main Street Building C

Santa Monica, CA 90405

Leap Theory, LLC [Insert Full Legal Name]
By: By:
Print name: Print name:
Title: Title:
Date: Date:

Head Office

Santa Monica, CA

3110 Main Street Building C
Santa Monica, CA, 90405

Phone: +1 866 374 LEAP | 866 374 5327
Email: [email protected]