Affiliates Agreement

Affiliate Program Agreement 

Last Modified: September 10, 2024 

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY. 

This is a contract between you (the “Affiliate”) and us (“Leap”). The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”).  You cannot participate in our Affiliate Program unless you agree to these terms. 

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partnership and customer referral programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below. 

Definitions 

“Affiliate Program” means our affiliate program as described in this Agreement. 

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.   

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels. 

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time. 

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program. 

“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here. 

“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction. 

“Customer” means the authorized actual user of the Leap Products who has purchased or signed up for the Leap products after being an Affiliate Lead. 

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include completion of a demo, customer purchases or customer signups, as further described in the Affiliate Tool. 

“Customer Data” means all information that Customer submits or collects via the Leap Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Leap Products. 

“Leap Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services. 

“Leap Products” means both the Subscription Service and Other Products. 

“Program Policies Page” means the landing page: www.leaptodigital.com/affiliates-policies where we will provide all the up-to-date guidelines and policies for the Affiliate Program. 

“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our legacy products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services. 

“Subscription Service” means our Leap CRM and/or Leap SalesPro products that are subscribed to, and developed, operated, and maintained by us, accessible via https://leaptodigital.com/ or another designated URL, and add-on products to these products. For the purposes of this Agreement, the Subscription Service does not include our legacy products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.  

“We”, “us”, “our”, and “Leap” means Leap, LLC. 

“You” and “Affiliate” means the party, other than Leap, entering into this Agreement and participating in the Affiliate Program. 

Non-Exclusivity 

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. 

Affiliate Acceptance 

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected. 

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.  Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. 

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into our Leap partnership or customer referral programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure. 

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies. 

Customer Transactions  

  1. Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.  The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for Leap SalesPro Premium, and there is a subsequent purchase by that same customer for an additional user of Leap SalesPro Premium for the same subscription, Affiliate will receive Commission for the initial purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of Leap Products by that same Customer. 
  1. Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (a) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (b) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Leap Affiliates; (c) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, or (d) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program. If at any point you are eligible to receive a revenue share or referral payment under another partnership or customer referral program at Leap, that payment amount will not change based on your participation in the Affiliate Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a referring customer in the customer referral program. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.  
  1. Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Leap. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not complete a demo or purchase the Subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for the applicable Commission payment, even if the Affiliate Lead decides to complete a demo or purchase after the time period has expired.  An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated.  
  1. Engagement with Prospects.  Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Leap and an Affiliate Lead will be at Leap’s discretion. 
  1. Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the  Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you. 
  1. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 5(i)-(iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(i)-(iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction. 
  1. Commission Payment. We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).  
  1. Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.  
  1. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.  
  1. Prohibited Marketing Practices. Affiliate shall in all cases comply with all applicable law and regulation regarding its marketing practices. Without limitation, Affiliate will take commercially reasonable measures to ensure that Affiliate Leads reflect bona fide prospective customers of Lead. Affiliate acknowledges and agrees that it will not be entitled to any Commission for Affiliate Link clicks which Leap determines as not bona fide, including, without limitation, Affiliate Link clicks via bots or similar automated means. Affiliate represents, warrants, and covenants that it will not engage in, and Leap does not authorize, the generation of Affiliate Leads through marketing practices that are coercive, incentivized, misleading, invalid, unlawful, automated, or fraudulent, including, without limitation:  
  1. use of any obscene, indecent, objectionable or pornographic graphics or content on Affiliate’s website(s) or have links to any other website(s) that host this type of content; 
  1. hosting any illegal content such as software trading or hacking content, illegal music reproduction or distribution,   gambling or any illegal content, or any links to websites that contain such illegal content; 
  1. providing any form of incentives or compensation to generate Affiliate Leads; 
  1. Affiliate or its employees, contractors, or agents clicking on a link or filling out a lead generation form; 
  1. bots, macro programs, internet agents or other automated means of generation referrals or leads; 
  1. spam blogs or splogs, or by maintaining false or misleading information on a blog; 
  1. spamming search engines; 
  1. stuffing web pages with key words for the purpose of search engine optimization; 
  1. building invisible gateway web pages that only search engines can read for the purpose of search engine optimization or any other practice intended or likely to deceive consumers or search engine spiders or crawlers; 
  1. use of any type of malware; 
  1. use of blind links where users do not know that they will be navigating to a particular website or filling out a lead generation form; 
  1. requiring a consumer to click on a link or fill out a lead generation form in order to obtain some other benefit or result or to perform another function, such as leaving a web page or closing a window.  

Without limiting any other remedies to which Leap may be entitled, any violation of the above will be considered a material breach of this Agreement and Leap may thereafter terminate this Agreement. 

Trademarks 

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement. 

During the term of this Agreement, in the event that we make our trademarks, service marks and logos (collectively, “Leap Marks”) available to you within the Affiliate Tool, you may use the Leap Marks as long as you follow the usage requirements in this section.  You must: (i) only use the images of the Leap Marks that we make available to you, without altering them in any way; (ii) only use the Leap Marks in connection with the Affiliate Program and this Agreement; (iii) comply with the trademark quality control and usage guidelines and policies provided by Leap from time to time; and (iv) immediately comply if we request that you discontinue use.  You must not: (a) use the Leap Marks in a misleading or disparaging way; (b) use the Leap Marks in a way that implies we endorse, sponsor or approve of your services or products; (c) use the Leap Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material; or (d) create any domains using or including the Leap Marks.  All uses of the Leap Marks and enhancement of goodwill associated therewith will inure fully to the benefit of Leap.  You acknowledge Leap’s exclusive ownership of the Leap Marks and agree not to take any action inconsistent with such ownership.   

Proprietary Rights  

  1. Leap’s Proprietary Rights.  No license to any software is granted by this Agreement. The Leap Products are protected by intellectual property laws. The Leap Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Leap Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Leap Content, or the Leap Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use Leap Content, you must comply with all content usage guidelines and policies provided by Leap from time to time, including, without limitation, Leap’s brand standards made available in the “Partner Brand Kit” hosted in the Affiliate Tool, and must immediately comply if we request that you discontinue use, including deleting or removing any use as may be requested by Leap. Leap, the Leap logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. 

 
We encourage all customers, affiliates and partners to comment on the Leap Products, provide suggestions for improving them, and vote on suggestions they like (collectively, “Feedback”). You agree that all such Feedback will be non-confidential and that we own all rights to use and incorporate Feedback into the Leap Products, without payment, attribution, or other obligation to you.  You agree that all intellectual property rights arising from the Feedback and any derivatives, enhancements, or modifications to the Leap Products resulting from Feedback will be exclusively owned by Leap.  You acknowledge and agree that Leap is not under any obligation to incorporate any Feedback into the Leap Products.  You hereby (i) assign to Leap all of your right, title, and interest in and too the Feedback and all intellectual property rights arising in connection with the Feedback, including, without limitation, as may be embodied in the Leap Products, and (ii) waive any and all unassignable moral or other rights or interests in the Feedback or any changes, modifications, enhancements or derivatives resulting from the Feedback. 

  1. Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Leap Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data. 

Confidentiality   

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Leap customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process. 

Opt Out and Unsubscribing 

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests. 

Term and Termination 

  1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated. 
  1. Termination Without Cause.  Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party. 
  1. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change. 
  1. Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. 
  1. Effects of Expiration/Termination.  Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a referral payment under the customer referral program. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.  Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral.  For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated. 

Affiliate Representations and Warranties 

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Leap with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks. 

Affiliate represents, warrants, and covenants that it is solely responsible for and shall ensure compliance with all laws, rules, regulations, court orders and administrative decisions, including with regard to collection of Affiliate Leads, targeting, and/or retargeting communications on its own behalf, including, but not limited to, the Federal Communications Commission (FCC), Federal Trade Commission (FTC), Telephone Consumer Protection Act (TCPA), FTC Telemarketing Sales Rule (TSR) and California Business & Professions Code Section 17529.1 et seq. (“CA BPC § 17529.1 et seq.”). For clarity, the foregoing sentence does not by itself authorize any targeting or retargeting communications on behalf of Leap, and Affiliate shall not undertake any communication on behalf of Leap without Leap’s prior written communication.  

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Leap Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Leap’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not, and your performance under this Agreement will not, cause Leap to violate its privacy policy; (vii) you will not use your own Affiliate Link to purchase Leap products for yourself; and (viii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.   

As between the parties, the format and content of any advertisement containing an Affiliate Link shall be and shall remain the sole property of Leap and will not be modified in any way by Affiliate except with Leap’s advance written permission.  

Affiliate represents, warrants and covenants that it has and will at all times have full, undivided ownership and control of all websites and/or other digital properties on which Affiliate places and/or displays any Affiliate Link or advertisements containing the same. Affiliate further represents, warrants, and covenants that it is not under and will be under no legal restriction or limitation impairing or preventing its right and authority to place and/or display any Affiliate Link, or advertisement containing the same, on such websites and/or other digital properties. 

Affiliate shall accurately provide notice for, and fully disclose, its privacy policies and practices to visitors to its web site(s), including its policies and practices with respect to the collection of information on consumers who may visit its web site(s). 

Indemnification 

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent. 

Disclaimers; Limitations of Liability 

  1. Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE LEAP PRODUCTS, LEAP CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE LEAP PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE LEAP PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 
  1. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. 
  1. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. 
  1. Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION. 
  1. Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, LEAP SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU. 

General 

  1. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at www.leaptodigital.com/affiliates-agreement. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. 
  1. Applicable Law. This Agreement shall be governed by the laws of the State of Maryland, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the District or Circuit Courts for Montgomery County, Maryland. The parties hereby consent to the exclusive venue and jurisdiction of such courts and agree to accept service of process pursuant to Maryland rules and procedures.  The parties further agree that this Agreement shall be deemed to have been entered into in the State of Maryland for purposes of jurisdiction.  
  1. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 
  1. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. 
  1. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. 
  1. Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including, without limitation, export laws and the Telephone Consumer Protection Act and its implementing regulations, the CAN-SPAM Act and its implementing regulations, and any other applicable federal or state laws and requirements applicable to making, sending, or receiving consumer or any other form of messaging via email, text messages, chat messaging, and phone calls, the Telemarketing Sales Rule, the mobile carriers’ requirements, and all applicable laws related to caller ID), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.  You are solely responsible for your use of outbound communications in connection with your performance under this Agreement.  Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Leap Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Leap Products to prohibited countries or individuals or permit use of the Leap Products by prohibited countries or individuals. 
  1. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. 
  1. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. 

 
To Leap: Leap, LLC, 8820 Columbia 100 Pkwy, STE 300, Columbia, MD  210456 U.S.A. Attention: Danielle Basch 

 
To you: your address as provided in our affiliate account information for you. 
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. 

  1. Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Leap Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Leap Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement. 
  1. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law. 
  1. No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 
  1. Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference. 
  1. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Leap Products, our trademarks, or any other property or right of ours. 
  1. Sales by Leap. This Agreement shall in no way limit our right to sell the Leap Products, directly or indirectly, to any current or prospective customers. 
  1. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. 
  1. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’. 
  1. Data Processing and Protection. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process the copy of the Personal Data in its possession or control: (i) as an independent controller (not as a joint controller with the other party), as these and similar terms are defined under law; (ii) for the purposes described in this Agreement; and/or (iii) as may otherwise be permitted under applicable data protection law. For the avoidance of doubt and without prejudice to the foregoing, Leap shall be an independent controller of any Personal Data that it receives or shares with Affiliate, and no joint entity, joint controller, or joint business relationship is established between Affiliate and Leap.