LEAD ASSOCIATE AGREEMENT

In this Server Side Design, Inc. Leads Associate Agreement (this "Agreement"), "you", "user", "Leads Associate" and "your" refer to you; "we", "us", "our", and "SSD" refer to Server Side Design, Inc. ("SSD"); and "Leads Associate" and "User" refers to each SSD Leads Associate. SSD provides web-based, e-commerce information, software, products and other services to persons and entities throughout the United States and other countries (the "Business"). In connection with the Business, we have implemented the SSD Leads Associate Network, through which we facilitate the referral of business. In the event that we approve your Leads Associate Network Application, this Agreement explains our obligations to you and your obligations to us in relation to your appointment as a Leads Associate.

1. Acceptance of Agreement
By clicking the icon below entitled "Submit", you acknowledge that you have read, understand, and accept the terms and conditions of this Agreement, and you agree to be legally bound by all of such terms and conditions.

2. Appointment
In the event that you desire to become a Leads Associate, you agree to complete the Leads Associate Application located at www.Server Side Design, Inc..com and incorporated herein by reference. You expressly confirm and warrant that the information you submit to us in your Leads Associate Application is true and accurate in all respects. We reserve the right to approve or reject your Leads Associate Application for any reason at our sole discretion. We will notify you of approval or rejection within thirty (30) days of our receipt of your Leads Associate Application.

3. Revisions
SSD may revise these terms from time to time, at our sole discretion, by updating this posting. Unless otherwise provided below, the revised terms will take effect when they are posted. BY CONTINUING TO USE ANY WEBSITE HOSTED ON SSD SERVERS OR LICENSING SSD SOFTWARE, YOU ARE INDICATING YOUR AGREEMENT TO THE TERMS OF THIS USE AGREEMENT AND ALL REVISIONS THEREOF.

4. Leads Associate Obligations
As a member of the Leads Associate Network you agree to provide true, accurate and complete information as prompted by the registration form, and maintain and update such information to maintain its truth, accuracy and completeness. Whenever you supply any information to SSD clients, you agree to provide true, accurate and complete information. SSD reserves the right to terminate your account upon the discovery that the information you provided or posted is not complete or accurate. You agree to not impersonate or misrepresent your affiliation with any person or entity.

5. Website & Pay Per Click Client Referral Commissions
A. In the event that you identify a potential client that desires a web product or service, the project may be turned over to SSD to pursue. If SSD decides to pursue the project, and is successful in securing an order ("Referred Project") from that customer ("Referred Project Customer"), you shall receive a Direct Sale Referral Commission (see table in section F for the amount) subject to the limitations set forth below. SSD reserves the right to change the SSD Direct Sale Referral Commissions applicable thereto from time to time, at its sole option and discretion, upon thirty (30) days prior written notice to you.

B. A Lead given to SSD by you will only be eligible for an SSD Direct Sale Referral Commission if the following condition is met:

(1) You clearly identify the project as a potential fit for SSD's capabilities and market focus, and you personally speak with the prospective customer about the project requirements prior to turning the lead over to SSD.

C. Concerning Website Design and Development Projects: The commission shall be paid on the initial sale including software modules, creative and design services, custom web development, and branding, but will not include monthly hosting fees or recurring monthly fees of any type. Commissions are paid after the payment is received.

D. Concerning Pay Per Click Client Referrals: The commission shall not be paid from our standard monthly rate or setup fee, but shall be paid for a percentage of the client's recurring monthly fees. Commissions are paid after the payment is received each month and you will continue to receive commission payments until the day the client cancels services with SSD.

E. The commission rate is based on SSD securing the project and is determined according to what SSD bids on the project. You will always receive the same percentage based on the chart in section F. SSD will always give the final bid on a project.

F. You may give rough price estimates to potential clients but you are not allowed to give an actual quote unless we have provided you with a price sheet (such as for PPC clients). SSD will give the final price estimate to the potential client on any projects other than PPC referrals.

Direct Sale Referral Commission Rates:

Pay Per Click Campaign Referral Commission Rates:
Your commission is based on the what the client actually pays SSD each month. The client pays SSD 15% of their monthly spend on PPC ads once per month. Of this fee you will earn 10% of whatever SSD earns. Example: If the company Widgets King were to spend $10,000 in pay per click ads in one months time (this is their monthly spend), then our fee would be $1,500. Of this $1,500 your commission would equal $150 (10%). You will continue to receive commission each month indefinitely unless the client cancels service.

SEO Referral Commission Rates:
You will get paid residual commission checks each month on what the client pays us.

6. Termination
Without limiting SSD's other remedies, We may issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide any services to you (a) if you breach any terms and conditions of this Leads Associate Agreement or the agreements incorporated herein by reference, including our written policies and procedures posted on the Site; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our users or for SSD. Violations of this Leads Associate Agreement will be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

7. Cancellation
To cancel your subscription, please send the information below to us via email (info@serversidedesign.com), phone (1 888 SEO-ADVICE (736-2384)) or certified mail at:

Server Side Design, Inc.
5161 San Felipe, Suite 320
Houston, TX. 77056
USA

Cancellation goes into effect immediately and your information will be removed from the Leads Associate list.

Please include your full name, phone number and address.

8. Protection of Copyrights and Trademarks
The Leads Associate Site at www.Server Side Design, Inc..com contains trademarks and other material furnished by SSD, its licensors, and other users. You should assume that everything you see or read in publicly viewable areas of the Site that was not furnished or received by you (such as images, photographs, illustrations, text and other materials) ("Site Content") is copyrighted unless otherwise noted. You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Site Content in any way for any public or commercial purpose without prior written consent of SSD or the rights holder. You may not use the Site Content on any other web site or in a networked computer environment for any purpose except your own personal viewing. In order to protect SSD's and its Licensor's trade secrets, you agree that you will not 'reverse engineer' any Site Content consisting of downloadable software, unless specifically authorized by the trade secret owner or otherwise permitted by law. If you violate any of these terms, your permission to use the Site Content will automatically terminate; you must immediately destroy any copies you have made of the Site Content; and we may revoke your authorization to use the Site.

9. Reproduction
All SSD Sites or any portion of all SSD Sites may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by SSD. SSD and its affiliates reserve the right to refuse service, terminate accounts, and/or cancel service requests or memberships in its discretion, including, without limitation, if SSD believes that a User's conduct violates applicable law or is harmful to the interests of SSD and its affiliates.

10. Intellectual Property Policy
SSD respects the intellectual property of others and expects our account holders to do the same. At our discretion and in appropriate circumstances, SSD may terminate the accounts of users who infringe upon the intellectual property rights of others.

11. Reservation of Rights; Limited Licenses
SSD and its licensors shall retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. You acknowledge that the SSD logo and name are trademarks of SSD, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners.

Except where expressly provided by SSD, nothing in this Leads Associate Agreement shall be construed to confer any license under any of SSD's or any third party's intellectual property rights, whether by implication or otherwise.

12. Miscellaneous
A. This Leads Associate Agreement will be governed by the law of Houston, Texas without regard to its conflicts of law provisions. Any dispute related to this Leads Associate Agreement will be settled in a binding arbitration under the arbitration rules of the American Arbitration Association. Any dispute you may have with respect to all SSD Sites must be commenced within one year after it arises, or the cause of action is barred

B. The paragraph headings in this Leads Associate Agreement, shown in boldface type, are included to help make the agreement easier to read and have no binding effect.

C. The Leads Associate Agreement and the agreements referenced in this Leads Associate Agreement comprises the entire agreement between you and SSD with respect to the use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any web site that links-to or is linked-from the Site. If any part of this Leads Associate Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.

D. Please see our Privacy Policy, which is incorporated herein by reference.

E. SSD will provide notices by posting them on the Site and you agree to check the Site for notices. You also authorize SSD to send notices to you, at SSD's discretion, via electronic mail unless you otherwise indicate in writing to info@serversidedesign.com. Regardless of whether SSD sends an email notification, you will be considered to have received a notice when it is made available to you by posting on the Site.

F. We may modify or discontinue any SSD Website and the services available at it without notice or liability to you.

G. This Leads Associate Agreement is personal to you and you may not transfer, assign or delegate this Use Agreement to anyone without the express written permission of SSD. Any attempt by you to assign, transfer or delegate this Leads Associate Agreement without the express written permission of SSD shall be null and void.

H. This Leads Associate Agreement and any registration for or subsequent use of the Site will not be construed as creating or implying any relationship of agency, independent contractor, franchise, partnership, or joint venture between any User and SSD.

We suggest that you print out a copy of this Leads Associate Agreement for Your records.

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