Publisher Terms & Conditions
update 2.23.2023
The following Terms and Conditions (“Terms and Conditions”), together with any Offer Terms, and any applicable Insertion Orders (“IO”), set forth the Agreement (“Agreement”) which shall govern the relationship between Lead Cactus LLC dba DriveMP, its affiliates and subsidiaries (collectively "Lead Cactus LLC dba DriveMP") and you as a Publisher ("You" or ”Publisher”) using the advertising service (the “Service”) offered through the Lead Cactus dba DriveMP network (“Lead Cactus dba DriveMP Network”) located at www.drivemp.com (the “Site”). You and Lead Cactus dba DriveMP may also be individually referred to herein as a "Party" and collectively as "Parties". This Agreement replaces and supersedes any prior terms and conditions between Lead Cactus dba DriveMP and Publisher. You agree to use the Site, the Service and any additional products and/or services offered by Lead Cactus dba DriveMP only in accordance with the Agreement. Lead Cactus dba DriveMP reserves the right to make changes to the Site, the Service and the Agreement at any time and without prior notification. The latest Agreement will be posted on the Site. Your continued use of the Site and/or the Service after any such modification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for updates and/or changes. For purposes of the Agreement, “Publisher” includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with Lead Cactus dba DriveMP to use the Service. If You do not agree to the Terms and Conditions in its entirety, You are not authorized to: (a) register as a Publisher; (b) use the Service; and/or (c) use the Site, in any manner or form whatsoever.

Definitions.
As used in this Agreement, the following terms shall have the meanings set out below or as defined elsewhere in this Agreement.
Action(s): means an act, lead, or other event effectuated by a third party (e.g., consumer) for which Marketer compensates Lead Cactus dba DriveMP and Lead Cactus dba DriveMP, in turn, compensates Publisher, such as CPA (cost per Action), CPI (cost per install), CPL (cost per lead), CPC (cost per click) or CPM (cost per thousand - e.g., impressions). Specific Action requirements for each Offer will be set forth within the Offer terms or in a separate IO.
Agent: means any sub-publisher, affiliate, distribution Publisher or any other similar third-party with a business relationship with Publisher, including any advertising network of Publisher.
Bounties: means monies generated from a specified transaction (“Action”) as defined by Lead Cactus dba DriveMP.
Consumer: An individual to whom an Offer is directed or who responds to an Offer and who effectuates an Action.
Creative: means graphic file(s), text, links, or other creative works made available to Publisher for use in conjunction with a specific Offer.
Invalid Action: shall mean Actions that were generated in violation of the terms and conditions of this Agreement or applicable laws, Actions that do not meet all of the requirements of the Marketer as set forth in the Offer terms or IO, Actions that contain false information, Actions generated through any misleading or fraudulent means, or Actions that are rejected by the Marketer.
Marketer: means a person or entity that submits Offers and Creatives for placement in the Lead Cactus dba DriveMP network for the purpose of marketing products and services and generating Marketer’s desired Action.
Offer: An advertisement that contains a promotion or opportunity directed to Consumers that may be made available from time to time by Lead Cactus dba DriveMP for use by Publisher on the Internet or via any wireless mobile device.
Lead Cactus dba DriveMP Network. The Lead Cactus dba DriveMP Network enables Publishers to apply for and, upon approval by Lead Cactus dba DriveMP, have an opportunity to earn Bounties through participation in various advertising campaigns (“Offer”) offered by Lead Cactus dba DriveMP or its third party Marketers (“Marketers”) in accordance with the Agreement. The terms and conditions of any and all Offers (for each Offer, the “Offer Terms”) shall be posted on the Site. Lead Cactus dba DriveMP may, at its sole discretion, refuse to register You as a Publisher and/or terminate Your participation in any Offer at any time for any reason. Once approved, Publisher’s account is not transferable and may only be used by Publisher. Any attempt by Publisher to let others access its account or sell, trade or otherwise transfer its account is strictly forbidden and will result in an immediate termination and forfeiture of all monies owed.
The Site and Service. Lead Cactus dba DriveMP posts Offers and associated Creatives (“Creatives”) on the Site in connection with the Program. Approved Publishers shall be permitted to download the Creatives: (a) for publication on Publisher’s website and/or any other website published with, owned, operated and/or controlled by Publisher (“Publisher Website”); (b) for distribution in email messages sent to those e-mail addresses listed in Publisher’s database and/or any other database affiliated with, owned, operated and/or controlled by Publisher (“Publisher Emails”) and/or (c) other approved marketing channels. Lead Cactus dba DriveMP will specify the amount and terms under which You will earn payment (“Bounties”). The applicable Action associated with each Offer shall be set forth in the applicable Offer Terms and, unless otherwise specified, such definition shall only apply with respect to that Offer. If You accept an Offer, You agree to place that Offer's Creatives on the Publisher Website and/or in the Publisher Emails, in accordance with the Agreement and the accepted Offer Terms. Lead Cactus dba DriveMP may, at its sole discretion, change an Offer at any time, upon prior notice to You, unless otherwise specified in the Offer Terms. Similarly, You may cease participation in a previously accepted Offer at any time, unless otherwise specified in the Offer Terms. Lead Cactus dba DriveMP is responsible for displaying and administrating all active Offers and tracking associated Bounties and Actions. Offer data compiled by Lead Cactus dba DriveMP including, but not limited to, numbers and calculations regarding Actions and associated Bounties (“Offer Data”), will be calculated by Lead Cactus dba DriveMP through the use of industry standard tracking technology and shall be final and binding on You. Any questions regarding the Offer Data must be submitted in writing within fourteen (14) days of initial appearance in the tracking system; otherwise the Offer Data will be deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service and/or Lead Cactus dba DriveMP Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Lead Cactus dba DriveMP or which are not reasonably foreseeable by Lead Cactus dba DriveMP including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Lead Cactus dba DriveMP will attempt to provide the Service on a continuous basis. However, Publisher acknowledges and agrees that Lead Cactus dba DriveMP has no control over the availability of the Service and Lead Cactus dba DriveMP Network on a continuous or uninterrupted basis. Terms of the Agreement are subject to Lead Cactus dba DriveMP hardware, software, and bandwidth traffic limitations. Lead Cactus dba DriveMP’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement.
Creatives. Only Publisher Websites, Publisher Email distribution lists and other marketing channels that have been reviewed and approved by Lead Cactus dba DriveMP may be utilized in connection with the Site and Service. Lead Cactus dba DriveMP reserves the right to withhold, refuse or withdraw approval of any websites, email distribution lists and/or marketing channels for any reason, whatsoever, in Lead Cactus dba DriveMP’s sole discretion. Notwithstanding the foregoing, Lead Cactus dba DriveMP’s policies, specifications and/or recommendations with respect to any websites, email distribution lists and/or marketing channels used by You should not be construed as legal advice, or as sufficient guidelines to ensure that such websites, email distribution lists and/or marketing channels comply with applicable law. Lead Cactus dba DriveMP does not represent or warrant that such policies, specifications and/or recommendations are legally compliant or appropriate. Lead Cactus dba DriveMP assumes no obligation and hereby disclaims any liability for Your use of and/or reliance upon any such policies, specifications and/or recommendations. You should consult with Your legal counsel and/or other professional advisors before acting on any policies, specifications and/or recommendations as provided by Lead Cactus dba DriveMP. Publisher shall not alter, modify or otherwise change the Creatives, or any Creatives-related feature, that it obtains access to in connection with any Offer in any manner whatsoever, without Lead Cactus dba DriveMP’s prior express written consent. Unless otherwise specified in the applicable Offer Terms or by Lead Cactus dba DriveMP, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Creatives shall be made by Publisher. Notwithstanding the foregoing, Publisher must comply, immediately, with any and all requests by Lead Cactus dba DriveMP to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creatives. Publisher also shall not run any deactivated Creatives after the Marketer has posted new Creatives to run in lieu of such deactivated Creatives for the applicable Offer. Publisher AGREES TO REVIEW THE AVAILABILITY OF CREATIVES THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE Publisher’S SOLE RESPONSIBILITY TO CHANGE CREATIVES WITHIN ITS MEDIA WHEN A CREATIVE IS NO LONGER AVAILABLE IN THE Lead Cactus dba DriveMP NETWORK. Lead Cactus dba DriveMP ASSUMES NO RESPONSIBILITY TO NOTIFY Publisher WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE IN THE Lead Cactus dba DriveMP NETWORK. In addition, Site integration tags and tracking pixels (“Tags”) included in the Creatives or otherwise incorporated may not be altered under any circumstances. Lead Cactus dba DriveMP employs a testing system to ensure that You have not removed or altered the Tags. Altering, removing or disabling Tags may jeopardize Your ability to be paid for Actions and would be grounds for immediate termination of Your Publisher account, with or without notice.
Working with Third Parties.
Approval Required for Use of Agents: Publisher may desire to use its business Publishers and/or associates to fulfill the obligations or exercise the rights under a particular Offer. Any of Publisher’s business Publishers or associates that participate in or perform any activities on behalf of Publisher under the Agreement shall be considered to be an “Agent”. Lead Cactus dba DriveMP reserves the right to review and approve or reject any and all Agents and may revoke a prior approval of any Agent at any time and for any reason. Publisher, upon request from Lead Cactus dba DriveMP, must provide identifying information of the Agent, which shall include:
in the case of a natural person, the Agent’s first and last name, physical address, country, telephone number, and email address; and
in the case of corporations, Publisherships, proprietorships, limited liability companies, organizations, associations, cooperatives, agencies, or other legal entities, the name and jurisdiction of organization for such entity and the first and last name, physical address, country, telephone number, and email address for the natural person or persons who own, manage, or control the Agent.
Publisher will not make any commitments or representations on behalf of Lead Cactus dba DriveMP with regard to any relationship it enters into with its Agents in connection with its promotion of any Offers or otherwise. Publisher will provide all Agents with a copy of this Agreement and, upon request by Lead Cactus dba DriveMP, provide Lead Cactus dba DriveMP with a signed acknowledgement by the Agent of its willingness to be bound by this Agreement.
Agent Requirements: Agent must meet the same criteria for approval as the Publisher as set forth in the Agreement and must comply with all the terms and conditions that are applicable to Publisher under the Agreement and the applicable Offer Terms. If Lead Cactus dba DriveMP grants approval for Publisher to use Agents, Publisher agrees to comply with the following requirements governing Publisher’s use of Agents (collectively, the "Agent Requirements"):
Lead Cactus dba DriveMP’s Offers may only be pulled from Publisher’s network by Agents that are direct publishers and do not have a network of their own. Publisher shall prohibit the Agent from further brokering such Offers to other publishers through a network or by any other means.
Publisher shall not knowingly recruit any Agent that is already promoting a Marketer’s Offer—whether directly, through Lead Cactus dba DriveMP, or through any third-party network— to promote that same Offer through Lead Cactus dba DriveMP.
Publisher shall provide Lead Cactus dba DriveMP with a unique ID number for each Agent on each Action generated for Lead Cactus dba DriveMP’s Offers.
Publisher is limited to a single tier of Agent relationships. Publisher will include in its terms and conditions with its Agents a clause prohibiting them from entering into any additional tier of agent relationship with respect to Lead Cactus dba DriveMP’s services.
If any Agent running Lead Cactus dba DriveMP’s Offers is generating Invalid Actions, Publisher shall provide Lead Cactus dba DriveMP with the full name, address and other up-to-date contact information for such Agent immediately upon request by Lead Cactus dba DriveMP (and Lead Cactus dba DriveMP shall have the right to disclose such information to its Marketers). If necessary to identify the person(s) responsible for Agent’s misconduct, upon Lead Cactus dba DriveMP’s request, Publisher shall also provide all payment details for Agent, such as tax ID and bank account information. Lead Cactus dba DriveMP will only use this information to create and maintain a blacklist for its Marketers.
Publisher shall prevent any Agent that is blacklisted by Lead Cactus dba DriveMP and/or the Marketer from accessing or promoting any Offers.
Publisher shall not make Offers available generally to all of Publisher’s Agents; rather, Publisher shall screen and select each Agent that is allowed to access and promote Offers to ensure that such Agent meets the requirements set forth herein.
Violation of Agent Requirements: Publisher is responsible for and shall fully and unconditionally indemnify Lead Cactus dba DriveMP for any and all actions of any of its Agents, including the payment of legal fees and costs, if necessary. Further, Lead Cactus dba DriveMP may, at its sole discretion, terminate a Publisher at any time based on the actions of that Publisher’s Agent(s). Once express approval of an Agent has been granted by Lead Cactus dba DriveMP, notices to the Publisher shall be deemed notice to that Publisher’s approved Agents(s). Publisher agrees that Lead Cactus dba DriveMP is under no obligation to pay an Agent. Lead Cactus dba DriveMP further reserves the right to withhold or refuse payment to any Publisher in the event that any of its Agents breach the Agreement.
Email Programs; Suppression Lists.
Legal Compliance. Where use of email marketing is authorized by Lead Cactus dba DriveMP and/or the applicable Offer Terms, the following terms shall apply. Any and all emails, email based Creatives transmitted, as well as any and all email addresses supplied by Publisher: (a) shall comply with all applicable foreign, federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), California Business & Professions Code § 17529, the Canadian Anti-Spam Law (“CASL”), Germany’s anti-spam legislation (including the Federal Data Protection Act, the Act against Unfair Competition, and the Telemedia Act), and any and all Federal Trade Commission implementing regulations; (b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third party; (d) must have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines; (e) must use only creatives, from lines and subject lines provided by Marketer, and Publisher and its Agents are prohibited from removing or altering “subject” and “from” lines provided by Marketer; and (f) where required by law, must only be sent to email addresses where the person associated with such email address provided affirmative consent to receive marketing messages, including by opt-in or double opt-in, if required. Without limiting the foregoing, emails must not use a generic from line and a domain name that is privacy protected, unregistered, falsely registered, or which does not enable a recipient to contact the sender by performing a WHOIS look-up. Lead Cactus dba DriveMP shall cause a valid physical postal address for Publisher and/or the applicable Marketer, as required by applicable law, to appear in each email creative, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after email delivery). Moreover, Publisher must have active filters in place to prevent communications from being sent to any entity or person in Canada which include, at a minimum: (a) email filters (i.e. rejection of email addresses with “.ca” or other Canadian extensions); (b) zip code filters (rejection of Canadian zip codes); (c) area code filters (rejection of Canadian area codes); and (d) IP filters (rejection of Canadian IP addresses). Lead Cactus dba DriveMP reserves the right to add such address(es) should Publisher fail to include the same, but Lead Cactus dba DriveMP is in no way responsible for including such address(es) where Publisher fails to do so.
Suppression Lists. In addition, Lead Cactus dba DriveMP may make available, at a Lead Cactus dba DriveMP-designated FTP site (“FTP Site”), a suppression list (and associated login information), updated on a regular basis, generated from email Programs transmitted by and/or through the Lead Cactus dba DriveMP Network for Publisher’s use in connection with applicable Offers. Publisher shall upload its own list of suppressed email addresses to the FTP Site, if one is provided by Lead Cactus dba DriveMP. If the FTP Site is provided by Lead Cactus dba DriveMP, and no such email addresses are supplied by Publisher, Lead Cactus dba DriveMP may conclude that no such addresses exist. The suppression list and login provided by Lead Cactus dba DriveMP are deemed to be Confidential Information of Lead Cactus dba DriveMP, as defined herein. Suppression lists may not be used by Publisher for any purpose other than to comply with applicable laws regulating the email transmissions. Publisher agrees to process any unsubscribe requests within five (5) days prior to making a drop to any Offer.
Publisher Email Lists. All Publisher Emails sent under the Agreement shall be delivered to addresses on email lists owned or managed solely by Publisher (“Publisher Email Lists”). Brokering third-party deals to deliver Creatives without disclosing such to Lead Cactus dba DriveMP is strictly prohibited and grounds for immediate termination, as well as other legal remedies. Publisher is required and agrees to maintain at all times during the term of the Agreement, and for a period of three years thereafter, complete and accurate subscriber sign-up/registration/consent/opt-in data for every subscriber to Publisher’s Email List(s). Publisher agrees that, within twenty-four (24) hours of Lead Cactus dba DriveMP’s request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any email address that Publisher sends a Publisher Email to: (a) subscriber email address used to sign-up/register for Publisher’s Email List; (b) subscriber’s IP address; (c) date and time of subscriber’s sign-up/registration for Publisher’s Email List; and (d) location of subscriber’s sign-up/registration.
Payment. You agree to be paid the applicable Bounty rate for each Action verified by Lead Cactus dba DriveMP as specified by Lead Cactus dba DriveMP approximately thirty (45) days after the last day of a given calendar month, for Bounties realized in that month. You agree that payment for Bounties will be owed to You from the applicable Marketer, and that corresponding payments shall be made by Lead Cactus dba DriveMP to You out of the funds actually collected by Lead Cactus dba DriveMP from the applicable Marketer. Lead Cactus dba DriveMP shall have no payment obligation to Publisher where Marketer has not remitted sufficient payments to cover the Bounties otherwise due and owing Publisher. Instead, Publisher shall have the right to pursue any and all legal remedies directly against any Marketer that has not made funds available to pay sums due and owing to Publisher for Bounties earned in connection with a particular Offer. All Publisher accounts will be paid in US dollars ($US) and are exclusive of any applicable taxes. Publisher shall be responsible for all applicable taxes. Notwithstanding anything contained herein to the contrary, no Bounty payments will be issued for any amounts otherwise due Publisher that total less than Fifty Dollars ($100.00) (“Payment Threshold”). Upon termination of the Agreement, all legitimate monies due to Publisher that are actually collected from the applicable Marketer, even amounts below the Payment Threshold, will be paid during the next billing cycle. Every Publisher account must have a unique, valid taxpayer identification number (TIN), valid Social Security Number or other applicable unique government identification.
A Marketer may request that Lead Cactus dba DriveMP, or Lead Cactus dba DriveMP may on its own initiative, debit from the Bounties otherwise due and owing Publisher an amount equal to a Bounty previously credited to Publisher’s account where: (a) a return or cancellation has been made with respect to the applicable product and/or service; (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order; (c) there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is not the result of Publisher‘s action, omission and/or failure to comply with the terms and conditions of the Agreement; (d) there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action; or (e) there is any failure on the part of Publisher to comply with the Agreement and/or the applicable Offer Terms (collectively referred to as a “Chargeback”). Chargebacks requested by a Marketer in accordance with this Section 7 may be applied up to sixty (60) days after the end of the month in which the applicable Bounty was earned (“Chargeback Period”). A Marketer may request that the payment of a Bounty be postponed for one (1) payment cycle where: (i) Marketer is verifying a lead (for Offers in which lead generation is a component of the Action); (ii) Marketer has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; or (iii) the applicable Offer Terms provide for such a postponement. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by Lead Cactus dba DriveMP, shall be final and binding on Publisher.
If Publisher’s account is inactive for a period of sixty (60) consecutive days (meaning Publisher has not generated any Actions during such period), Publisher shall lose its right to continue to receive fees from its referrals, if applicable, of other Publishers to Lead Cactus dba DriveMP. If Publisher’s account is inactive for a period of six consecutive months, Publisher’s account shall be closed and Publisher shall forfeit any remaining balance in its account to compensate Lead Cactus dba DriveMP for the administrative costs of maintaining and closing an inactive account.
Invalid Actions. Lead Cactus dba DriveMP actively monitors traffic, Actions, Bounties and other Offer-related activities for potential Invalid Actions. If Lead Cactus dba DriveMP suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately and with no notice to You pending further investigation. If You add Actions, or inflate Actions, through the use of fraudulent means of traffic generation, as determined solely by Lead Cactus dba DriveMP, You will forfeit all of the Bounties related to that Program, and Your Publisher account will be terminated effective immediately. Lead Cactus dba DriveMP reserves sole judgment in determining Invalid Actions and You agree to be bound by any and all such determinations. It is the OBLIGATION of Publisher to prove to Lead Cactus dba DriveMP that it has NOT engaged in fraud or the generation of Invalid Actions. Lead Cactus dba DriveMP will hold Your Bounty-related payments in 'Pending Status' until You have satisfactorily provided evidence that demonstrates to Lead Cactus dba DriveMP that You have not engaged in the generation of Invalid Actions. If You are unable to provide Lead Cactus dba DriveMP with satisfactory evidence that You have not engaged in the generation of Invalid Actions within seven (7) days of Your Bounties being placed in “Pending Status,” then Lead Cactus dba DriveMP reserves the right to terminate Your Publisher account and cancel payment on the applicable Bounties, at its sole discretion and without any further obligations to You.
Term and Termination. The Agreement shall commence upon Lead Cactus dba DriveMP’s acceptance of Your Publisher application and remain in effect until terminated as set forth herein. The Agreement may be terminated by either Party upon two (2) business days’ prior written notice. In addition, Lead Cactus dba DriveMP reserves the right, in its sole and absolute discretion, to terminate an Offer and/or remove any Creatives at any time for any reason, upon notice to You. Lead Cactus dba DriveMP also reserves the right to terminate Your access to the Site at any time with or without notice to You. Termination notice may be provided via email and will be effective immediately. Upon termination, Publisher agrees to immediately remove from its Publisher Website(s) any and all Creatives, Lead Cactus dba DriveMP Code or other intellectual property made available to Publisher in connection with its performance under the Agreement. The representations, warranties and obligations contained within the Agreement shall remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled. If Publisher violates applicable law or any term of this Agreement, then in addition to immediate termination, Publisher will be subject to forfeiture of any fees earned but not yet paid, as well as possible legal action to recover fees previously paid to Publisher. Where appropriate, Lead Cactus dba DriveMP may report Publisher’s misconduct to the proper authorities.
Compliance. Lead Cactus dba DriveMP makes available to its Publishers various policies and guidelines designed to reduce fraud and combat consumer deception. The policies and guidelines cover many topics including, but not limited to general advertising compliance, email marketing, search engine marketing, lead generation, blog-based marketing and product review websites. Publisher hereby represents and warrants that it: (a) has read Lead Cactus dba DriveMP’s policies and guidelines, as same are made available here: https://drivemp.com/guidelines ("Policy Web Pages”); (b) will regularly check the Policy Web Pages for updates; and (c) shall comply with any and all such policies and guidelines, as well as updates to same.
No Inappropriate Content. Publisher shall not promote an Offer on a website, in a mobile application (an “App”) or in any other context with inappropriate content, which includes, but is not limited to, content that (i) contains or promotes the use of alcohol, tobacco or illegal substances, pornography, phone sex or escort services, expletives or other inappropriate language; (ii) promotes gratuitous violence, abuses or threatens physical harm; (iii) promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (iv) promotes the use of illegal activities, such as how to build a bomb, counterfeiting money and software pirating; (v) is libelous, or defamatory, or false; (vi) is otherwise expressly prohibited by federal or state law; (vii) willfully infringes on the trademark, copyright, or intellectual property rights of a third party; (viii) introduces viruses, worms, harmful code and/or Trojan horses on the Internet; or (ix) is otherwise objectionable to Marketer, in its sole discretion.
No Deceptive Advertising; FTC Advertising Compliance. Publisher shall not engage in any deceptive or misleading form of advertising or marketing, which includes, but is not limited to, phishing (the practice of sending an email to an individual, falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, or for any other purpose), cybersquatting, typosquatting or combosquatting. Publisher shall operate in compliance with all applicable laws, regulations, decisions and industry best practices, including but not limited to Section 5 of the Federal Trade Commission Act and any current or future rules, regulations, orders, guides or other interpretation issued by the Federal Trade Commission (“FTC”) relevant to the Offer or Offer at hand, and (ii) the Direct Marketing Association’s Best Practices for Online Advertising and Publisher Marketing. If Publisher is distributing an Offer outside the United States, Publisher represents and warrants that (1) it is familiar with the particular laws, regulations and industry customs in those countries in which is distributing the Offer, (2) it has previous experience distributing offers in such countries, and (3) it will comply with all such laws, regulations and industry customs. To be clear, Publisher is responsible for understanding and complying with all advertising laws, regulations and customs in both the jurisdiction where the advertising takes place and the jurisdiction where Publisher is located.
Influencer Compliance. Publisher agrees to comply with the FTC’s Endorsement Guides currently located at www.ftc.gov/tips-advice/business-center/guidance/ftcsendorsement-guides-what-people-are-asking, with respect to any endorsements made as part of its services hereunder, including, without limitation, properly disclosing that Publisher receives consideration for reviewing, promoting and/or recommending a product or service or engaging in any type of influence marketing.
Compliance Monitoring. Publisher agrees that Lead Cactus dba DriveMP and its service providers may monitor or audit Publisher’s sites and activities under this Agreement, as well as those of Publisher’s Agents. Publisher will not block or otherwise interfere with such monitoring, and we may use technical means to overcome any methods that Publisher may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to Publisher’s facilities and those of its Agents. Publisher’s failure to promptly and reasonably comply with Lead Cactus dba DriveMP’s efforts to audit its or its Agent’s compliance with this Agreement shall constitute a material breach of this Agreement
Additional Requirements. Publisher further represents and warrants that it has provided full and accurate information in the sign up process and thereafter with respect to providing to Lead Cactus dba DriveMP all websites, email practices and other methods of generating traffic to advertiser offers sourced from the Lead Cactus dba DriveMP Network. Specifically, prior to the public use or dissemination to consumers of any marketing material promoting a Marketer offer sourced from Lead Cactus dba DriveMP, Publisher will provide Lead Cactus dba DriveMP Compliance with all marketing materials to be used. Publisher will also maintain and provide to Lead Cactus dba DriveMP, upon request, records of the dates when the marketing materials are publically used. Failure to comply with the representations and warranties set forth in this Section 10 will result in disciplinary action including campaign denial, account termination and the forfeiture of all monies owed.
Representations and Warranties. The Parties hereby acknowledge and agree that Publisher is solely responsible for the method by which the Creatives are disseminated. You represent and warrant that:
Your Publisher Website contains distinct and legitimate content, substance and material, not simply a list of links or advertisements and that Your Publisher Website serves a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Lead Cactus dba DriveMP’s Marketers or other third party Marketers;
Your Publisher Website and/or Publisher Emails are represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable);
Your Publisher Website is not offered as a part of a community-based website personal entry or personal page;
Your Publisher Website and Publisher Emails do not incentivize users to click on Creatives (“Incentives”). Incentives include, but are not limited to, awarding users cash, points, prizes, and/or contest or sweepstake entries;
Your Publisher Website is not hosted by a free service and is fully functional at all times and at all levels (no "under construction" Publisher Websites or any sections thereof are permissible);
You will not use spawning process pop-ups and exit pop-ups in connection with Your Publisher Website and/or Publisher Emails;
Your Publisher Website features, at a minimum, a privacy policy (“Privacy Policy”) linked conspicuously from such Publisher Website’s home page, with a link that contains clear, prominent and explicit language indicating its presence. Such Privacy Policy shall, in addition to the disclosures about Publisher’s privacy practices identify the collection and specific use of any information Publisher collects, provides or may provide to Lead Cactus dba DriveMP and to any Marketer or other websites or persons with which Publisher has any other arrangement relating thereto. In addition to listing the categories of personally identifiable information that are collected, Publisher must list the categories of third-parties with whom Publisher shares such personally identifiable information, describe the process (if any) by which a consumer can review and request changes to his/her personally identifiable information collected by Publisher, describe the process by which Publisher notifies consumers of material changes to the Privacy Policy, and indicate the effective date thereof. Such Privacy Policy must comply with the California Online Privacy Protect Act (“CalOPPA”). Publisher must disclose how it responds to web browser’s Do-Not-Track signals or other mechanisms that provide consumers the ability to exercise choice regarding the collection of personally identifiable information about an individual consumer's online activities over time and across third-party websites or online services (if Publisher engages in such collection), and disclose whether other parties may collect personally identifiable information about an individual consumer's online activities over time and across different websites when a consumer uses Publisher’s website. You are obligated to fully comply with the privacy policy posted on the Publisher Website(s) at all times. You shall notify Lead Cactus dba DriveMP in writing at least three (3) business days in advance of any changes to any applicable privacy policy and shall provide Lead Cactus dba DriveMP with a revised copy of the affected privacy policy prior to the date that the changes take effect;
no images, graphics, links, co-registration paths, pop-ups, pop-unders, copy or process for generating Actions other than the Creatives will be used by You in connection with the Offers without first obtaining the prior written consent of Lead Cactus dba DriveMP;
You will place or use the Creatives only with the intention of delivering valid Actions as determined by, and for the benefit of, the applicable Marketer;
You will not, nor knowingly permit any person to, activate Creatives or inflate the amount of Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Action;
You will not use, nor knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to any Publisher Website or Marketer website including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name;
You will not allow the Creatives to be placed on any non-Publisher Website without the prior express written consent of Lead Cactus dba DriveMP;
You will not use any Creatives or any other Offer terms and/or content in connection with aggregating, soliciting or recruiting other Publishers, Marketers, other websites or other persons to form or join an affiliate marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Lead Cactus dba DriveMP; and
You will not redirect traffic to a website other than the website specifically listed by the applicable Marketer. You further represent and warrant that the content of Your Publisher Website and Publisher Emails does not promote, advocate, facilitate or otherwise include any of the following: (i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation; (ii) Investment, money-making opportunities or advice not permitted under law; (iii) violence or profanity; (iv) pornographic, obscene, sexually explicit or related content; (v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others; (vi) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person; (vii) material that impersonates any person or entity; (viii) any indication that any statements You make are endorsed by Lead Cactus dba DriveMP and/or an Marketer, without Lead Cactus dba DriveMP’s and/or Marketer’s specific prior written consent; (ix) promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, etc.); (x); content which is inappropriate or harmful to children; (xi) promotion of terrorism or terrorist-related activities, sedition or similar activities; (xii) software pirating (e.g., warez, hotline); (xiii) hacking or phreaking; (xiv) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic; (xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy; (xix) gambling, contests, lotteries, raffles, or sweepstakes; (xx) any material that violates CAN-SPAM; or (xxi) any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which You operate).
Data Protection Addendum; International Compliance. Publisher agrees that, where applicable, its marketing and data collection practices shall comply at all times with the California Consumer Privacy Act (CCPA), the United Kingdom Data Protection Act of 1998 (as amended), the General Data Protection Regulation (GDPR) (EU) 2016/679, as amended and adopted by the member states of the EU, and all related directives, acts, or regulations. Publisher represents and warrants that its consumer data collection practices are performed in a manner that obtains the necessary knowing and frequent consent from consumers and that all consumer data is stored using industry-standard or better security protocols. If Publisher is either located outside the United States or offering or distributing (or potentially distributing) an Offer outside the United States, Publisher represents and warrants that (1) Publisher is familiar with the particular laws, regulations and industry customs in those countries in which Publisher is located and/or distributing the Offer, (2) Publisher has previous experience distributing Offers in such countries, and (3) Publisher will comply with all laws, regulations and industry customs applicable to the operation of its business, its marketing practices, and the collection and/or transfer of consumer data by Publisher in such countries. To be clear, Publisher is responsible for understanding and complying with all advertising laws, regulations and customs in both the jurisdiction where the advertising takes place and the jurisdiction where Publisher is located. Publisher’s obligations and liabilities under this Paragraph and the Data Protection Addendum shall extend to the conduct of all Agent.
Metric Information; Non-Disclosure. Any and all information, demographics, analytics, metrics, and other data collected by or through Lead Cactus dba DriveMP (“MetricInformation”) in connection with an Offer shall be considered proprietary to and owned by Lead Cactus dba DriveMP. Such Metric Information is Confidential Information (as that term is defined below) of Lead Cactus dba DriveMP and may not be utilized or otherwise disclosed by You. In addition, You acknowledge that all non-public information, data and reports made available by Lead Cactus dba DriveMP hereunder or otherwise as part of the Services is proprietary to and owned by Lead Cactus dba DriveMP. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Lead Cactus dba DriveMP in any manner. These non-disclosure obligations shall survive termination or expiration of the Agreement.
Proprietary Rights. Subject to the Agreement and any underlying Offer Terms, Lead Cactus dba DriveMP grants to Publisher a revocable, non-transferable, royalty free, international license to display on, and distribute through, the Publisher Website, Publisher Emails and/or other approved marketing channels, the Creatives, and any and all associated trademarks, service marks, trade names and/or copyrighted material (“Intellectual Property Content”) that Lead Cactus dba DriveMP provides to Publisher through the Lead Cactus dba DriveMP Network for the limited purposes of promoting Offers to end users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Content and other matters related to the Lead Cactus dba DriveMP Network, Programs, Creatives and Site are protected under applicable copyright, trademark and other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of the Lead Cactus dba DriveMP Network, Programs, Creatives and/or Site, other than as expressly permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to the Lead Cactus dba DriveMP Network, Programs, Creatives and/or Site. The availability of the Lead Cactus dba DriveMP Network, Offers, Creatives and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof.
Limitation of Liability; Disclaimer of Warranty. IN NO EVENT SHALL Lead Cactus dba DriveMP BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, AN OFFER, MARKETERS’ UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY CREATIVES ON OR THROUGH YOUR Publisher WEBSITE AND/OR Publisher EMAILS INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF Lead Cactus dba DriveMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Lead Cactus dba DriveMP’S MAXIMUM AGGREGATE LIABILITY TO Publisher AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST Lead Cactus dba DriveMP MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. Publisher RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE SITE, CREATIVES, PROGRAMS, MARKETERS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, CREATIVES, PROGRAMS AND/OR MARKETERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Lead Cactus dba DriveMP HAS NO LIABILITY, WHATSOEVER, TO Publisher OR ANY THIRD PARTY, FOR Publisher’S USE OF, OR INABILITY TO USE, THE SITE, CREATIVES, OFFERS AND/OR MARKETERS’ UNDERLYING PRODUCTS OR SERVICES AND Lead Cactus dba DriveMP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT Publisher’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO Publisher. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Lead Cactus dba DriveMP AND Publisher. THE SITE, CREATIVES, OFFERS AND/OR MARKETERS’ UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO Publisher WITHOUT SUCH LIMITATIONS. Lead Cactus dba DriveMP MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, CREATIVES AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY Publisher FROM Lead Cactus dba DriveMP AND/OR ANY MARKETER BY AND THROUGH THE SITE, CREATIVES AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.
Indemnity. You shall indemnify, defend and hold Lead Cactus dba DriveMP, its Marketers and each of their respective parents, affiliates, subsidiaries, officers, Publishers, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your improper use of the Site, Offer, Services and/or any Creatives; (b) any third party claim related to Your Publisher Website, Publisher Emails and/or Your marketing practices; (c) any third party allegation or claim against Lead Cactus dba DriveMP and/or its Marketer(s) relating to a violation by You of any and all laws, rules, or regulations; (d) any content, goods or services offered, sold or otherwise made available by You on or through the Publisher Website, Publisher Emails, other marketing channels or otherwise; (e) any claim that Lead Cactus dba DriveMP is obligated to pay any taxes in connection with payment made to You in connection with the Agreement and/or any Offer; (f) breach and/or violation of the Agreement and/or any representation or warranty contained herein; (g) Your use of the Site, Offer, Services and/or any Creatives, in any manner whatsoever; and (h) any action or failure to act by Your Agent. Lead Cactus dba DriveMP shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of the actual Creatives, in unaltered form, as provided in connection with any Offer. If any action is brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations under this Section 17 unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.
Assignment. Lead Cactus dba DriveMP may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of Lead Cactus dba DriveMP, which may be withheld for any reason, and any attempts to do so shall be null and void. Further, any such attempts may result in Lead Cactus dba DriveMP, at its sole discretion, immediately terminating the Agreement and/or Your participation in any Offer, without any liability to Lead Cactus dba DriveMP. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties’ successors and assigns.
Jurisdiction and Venue. The Agreement shall be construed and governed by the laws of the State of Texas, without giving effect to principles of conflicts of law. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Association. Arbitration shall take place in Austin, TX. At the request of Lead Cactus dba DriveMP, arbitration proceedings will be conducted in secrecy. In such case all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by Lead Cactus dba DriveMP or Publisher and by their respective attorneys and their respective experts who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. This agreement to arbitrate will not preclude You or Lead Cactus dba DriveMP from seeking provisional remedies in aid of arbitration, including without limitation, orders to stay a court action, compel arbitration, or confirm an arbitral award, preliminary injunction, or temporary restraining order, from a court of competent jurisdiction; provided, however, that the exclusive venue for any such action brought in a court of law shall be the state and federal courts located in and nearest to Austin, Texas. Lead Cactus dba DriveMP shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees and arbitration fees, in any action or proceeding in connection to, arising out of, or under the Agreement. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Lead Cactus dba DriveMP. To the extent permitted by law, You agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Lead Cactus dba DriveMP and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys' fees and court costs that Lead Cactus dba DriveMP incurs in seeking such relief. This provision preventing You from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of Your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing You from bringing, joining or participating in class action lawsuits is an independent agreement.
Severability; Non-Waiver. If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
Modification. The Agreement represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. Other than as set forth herein, the Agreement may be amended only by a written agreement executed by an authorized representative of each Party. To the extent that anything in or associated with the Lead Cactus dba DriveMP Network or any Offer Terms are in conflict or inconsistent with the Agreement, the Agreement shall take precedence.
Confidentiality. "Confidential Information" means any information disclosed to You by Lead Cactus dba DriveMP, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Lead Cactus dba DriveMP; (b) becomes publicly known and made generally available after disclosure to You by Lead Cactus dba DriveMP other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Lead Cactus dba DriveMP as shown by Your files and records prior to the time of disclosure. Lead Cactus dba DriveMP’s Offer rates are considered “Confidential Information”. You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Lead Cactus dba DriveMP's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Lead Cactus dba DriveMP immediately upon Lead Cactus dba DriveMP's request.
Force Majeure. Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party.
Miscellaneous. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable or disproportionately large load on the Lead Cactus dba DriveMP infrastructure. You agree that any unauthorized and/or unlawful use of the Site, Service, Creatives, and/or Offers would result in irreparable injury to Lead Cactus dba DriveMP for which monetary damages would be inadequate. In such event, Lead Cactus dba DriveMP shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against You without the need to post a bond.
Ability to Perform. You agree that Lead Cactus dba DriveMP may require a financial accounting and inspection of Your books and records including, but not limited to, access to Your computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. You hereby authorize Lead Cactus dba DriveMP to obtain credit reports regarding Your business and to require You to provide it with reasonable information regarding Your financial position.
Relationship. Each Party is an independent contractor and not a Publisher, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.
Notices. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by facsimile or email; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated herein. In the event of material changes to this Agreement, notice shall be deemed effective upon posting at www.drivemp.com. Notices to Lead Cactus dba DriveMP shall be sent to 1211 W 6th St STE 600 #152 Austin, TX 78703. Notices to Publisher shall be sent to Publisher at its most recent email address set forth in its account information on www.drivemp.com. Publisher agrees to receive electronic communications from Lead Cactus dba DriveMP, at the email address provided by Publisher. Publisher further agrees that any notice or other communication that Publisher sends it electronically will satisfy any legal communication requirements, including that such communications be in writing.