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TERMS AND CONDITIONS FOR THE FENCL WEB DESIGN.COM, LLC WEB SITE USE AGREEMENT for LeadLinked™ Web Site, and Leads Group Sites Software (Patent Pending)

Last Updated (Monday, August 15, 2011)

Please read these terms and conditions carefully and fully. These Terms and Conditions are an integral part of your "Web Site Use Agreement"

These Terms and Conditions, together with the "Web Site Use Agreement" executed by you constitute the agreement between Fencl Web Design.Com, LLC ("THE COMPANY") (a Florida Corporation) and you (herein referred to as "Agreement"). The Agreement governs your use, in any manner, of the services provided, pursuant to this agreement. The use by you of the customized web site, the services assisting you in the use of the website, the design services provided in customizing the web site, and any other services provided by Fencl Web Design.Com, LLC are all cumulatively referred to hereinafter as the "Services". The individual, company or group desiring to promote LeadLinked and THE COMPANY products and services ("AFFILIATE")

BASIS OF AGREEMENT: THE COMPANY through the web site and provides web site design, web site programming, web hosting, domain name sales, search optimization, distribution, and service of internet based marketing systems for Leads and Marketing Groups. AFFILIATE desires to act as an independent contractor for THE COMPANY in selling and products and services. THE COMPANY is willing to contract with AFFILIATE to have AFFILIATE provide the Work described below. In consideration of the mutual promises the parties enter into the following Agreement.

1. Work. AFFILIATE shall perform the following Work: Web site software sales for Leads Group, and for the THE COMPANY. These Responsibilities and Rules may be reasonably amended from time to time at the discretion of THE COMPANY. All work performed under this contract and all contact with potential clients and existing clients on behalf of Leads Group and THE COMPANY shall be done in a first class professional and respectful manner. AFFILIATE shall not display vulgar, obscene, disrespectful or discriminatory language or behavior in a manner or setting that reflects unfavorably on Leads Group and/or THE COMPANY. Nothing in this Agreement shall be interpreted to provide AFFILIATE with any exclusive territory or clients. Nothing in this Agreement shall require THE COMPANY to give work to AFFILIATE. THE COMPANY understands that AFFILIATE retains the right to have other employment and to provide services for other Contractors. However, AFFILIATE may not sell, market, or profit from any similar type product to the Leads Group / Marketing Group industry this product was designed for. THE COMPANY will own any and all copyrights and trademarks on the contracted work performed by the AFFILIATE. AFFILIATE may not claim any rights to the coding, design, programming or any other part of the contracted work performed for THE COMPANY. AFFILIATE may not approach THE COMPANY customers or do any work for them outside of working for LeadLinked, and/or THE COMPANY.

2. Payment for Contracted Work. THE COMPANY shall pay AFFILIATE as follows: A one-time flat rate commission of 50% (Fifty percent) on the ("Setup Fees") per approved sale of a LeadLinked and www.LeadsGroupSite.ccom web site software package. ("Setup Fees" are fees that are charged at the time of sale for the initial setup fee of the web site.) The AFFILIATE makes no commission on the base monthly fees. The base monthly fee cost per web site is currently $29 (which maybe subject to increases in the future) in which the AFFILIATE makes no commission. Any change in pay rate must be in writing from THE COMPANY. Work and payment method that is performed by AFFILIATE must be agreed to by THE COMPANY and IC, before any work begins. Any refunds or charge backs on previously approved sales will be taken out of future commissions or will be owed back to THE COMPANY by the AFFILIATE. Work is issued on a need only basis as determined THE COMPANY. Upon termination of this agreement, all outstanding work performed by AFFILIATE shall be paid to the AFFILIATE. Any further and future rights to payments to AFFILIATE shall end upon termination of this agreement.

3. Term of Agreement. This agreement shall continue until terminated immediately by either party on immediate notice. THE COMPANY may terminate this agreement immediately upon a breach of the agreement by AFFILIATE, or for no reason at all. This Agreement shall immediately terminate upon AFFILIATE attempting to assign this agreement. A party terminating this Agreement pursuant to the provisions on termination shall not be liable to the other party because of such termination for consequential, indirect or any other form of damages, including, without limitation, loss of prospective profits, unjust enrichments or reimbursement for expenditures made or commitments entered into.

4. Hold Harmless and Indemnification. AFFILIATE agrees to indemnify and hold THE COMPANY harmless from and against all claims, losses, and liability arising out of damage to property or injury to or death of persons occasioned by, or in connection with, the acts or omissions of the AFFILIATE or its employees and agents, or the use of any vehicle or other equipment or other property in connection with performing the Work, and from and against all claims, losses and liability for costs, fees, and attorneys expenses in connection therewith.

5. Agreement of Confidentiality. Confidential Information shall include all information about Leads Group and THE COMPANY, including but not limited to: its internet web site design and internet marketing systems; client names; financial information; sales methods; sales information; contract terms; user names and passwords for confidential portions of the Leads Group and/or THE COMPANY web sites; and other information of every kind regarding the business and/or clients of THE COMPANY, written and unwritten, hereafter disclosed, provided or revealed to AFFILIATE by THE COMPANY or hereafter learned by AFFILIATE. All Confidential Information shall be: (a) received and maintained in strict confidence by AFFILIATE and shall not be disclosed, directly or indirectly, by AFFILIATE to any related or unrelated party whatsoever; and (b) used by AFFILIATE only for the purposes of performing Work during the term of this agreement as necessary to obtain and service clients of THE COMPANY, assist THE COMPANY to better serve its clients and for no other purpose. (c) AFFILIATE may not advertise or claim any of the contracted work performed for THE COMPANY. (d) AFFILIATE may not use any of THE COMPANY coding or scripting elsewhere. AFFILIATE's obligations of confidentiality shall continue even after termination of this Agreement. AFFILIATE agrees to have all of AFFILIATE's officers, agents, managers, employees and representatives who are assisting with web site design and the servicing THE COMPANY's clients agree to this Agreement of Confidentiality in favor of THE COMPANY. All material and or systems created by AFFILIATE for THE COMPANY pursuant to efforts undertaken in furtherance of this contract shall belong to and be the property of THE COMPANY.

6. No Compete. AFFILIATE may not sell, market, or profit from any similar type product to the Leads Group / Marketing Group industry this product was designed for. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the AFFILIATE in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of 2 years from the date of such expiration or termination.

7. AFFILIATE Status. AFFILIATE is, and at all times shall be, an Independent Contractor in all matters relating to this Agreement. The AFFILIATE and its employees, agents, managers or representatives are not, and shall not act as, agents of Leads Group and/or THE COMPANY for any purposes. All sales of Leads Group and/or THE COMPANY services are subject to final approval by THE COMPANY. The AFFILIATE and its employees and agents have no power or authority, whether apparent, actual, ostensible or otherwise, to bind or commit THE COMPANY in any way without the prior written approval of THE COMPANY. IC, its employees and agents are not, and shall not act as, employees or partners of THE COMPANY for any purpose, including, but not limited to, acting as an employee or partner within the meaning or application of any Federal, State, or Local laws or regulations which would or might impute any obligation or liability to THE COMPANY by reason of any employment or partnership relationship. AFFILIATE shall have sole control in the manner and means of performing under this Agreement. All expenses and disbursements incurred by AFFILIATE in connection with this agreement shall be borne wholly and completely by the AFFILIATE. AFFILIATE shall have the right to appoint and shall be solely responsible at his or her own risk and expense, for employees that the AFFILIATE might retain or employ. AFFILIATE shall supply the following as necessary to perform the Work: the tools, materials, supplies, work location, Internet connection, computer, and schedule. The AFFILIATE shall have a telephone, computer and internet service. Such employees and agents of AFFILIATE shall not have any claim against Leads Group and/or THE COMPANY for salaries, commissions, and items of cost or other form of compensation or reimbursement. This Agreement shall not be construed to require AFFILIATE to provide services exclusively for THE COMPANY. Both parties agree and acknowledge that the other party is not an integral part of their respective businesses and the efforts of the other are not necessary for the continuation and success of their own business. AFFILIATE is solely responsible for paying their own State and Federal taxes, FICA, Social Security, and any other taxes and fees AFFILIATE is responsible by law to pay.

8. Confidentiality and Trade Secrets. Information is part of what makes this Company competitive. During your AFFILIATE work here, you will periodically learn sensitive information, either because you help to develop that information or because you need that information to do your job. It is important for the health of this business--and for the well-being of employees who depend on this business for their livelihood--that you keep information you learn through your AFFILIATE work confidential. Any AFFILIATE who improperly discloses sensitive information, confidential information, proprietary information, or trade secret information to anyone outside the Company will face disciplinary action, up to and including legal actions. After you leave this Company, you are still legally prohibited from disclosing sensitive, proprietary, trade secret, or confidential information. If you disclose such information, we will seek legal remedies.

9. Copyrights and Patents. According to the U.S. Copyright Office, work made for hire occurs when copyright ownership is retained by the employer, organization or individual for whom the work was performed, unless the parties involved have agreed otherwise. A work created by an employee within the scope of his or her employment is a work made for hire, even if it is made outside of working hours. In other words, any work, design, or copyrightable material made or invented by employee that is within the scope of the work done by this employer's line of business, regardless of when or where the employee creates it, is the property of the employer. The employer for whom the work is made is the "author" of the work for copyright purposes and is the owner of the work's copyright.

10. AFFILIATE MAY NOT PUBLISH DISCOUNTS OR COUPON CODES. AFFILIATES may NOT publish discounts or coupon codes online or in print. AFFILIATES may NOT mass email discounts or coupons. AFFILIATES may only send a discount or coupon code to a potential customer on the phone or in an email on a one on one basis. Any AFFILIATE breaching this provision will be immediately terminated and lose any and all commissions. THE COMPANY may also take legal action against the AFFILIATE if this breach in anyway causes harm to THE COMPANY or to the business profit structure.

11. General Provisions. The terms of this Agreement shall supersede and cancel any and all previous understandings, contracts and agreements, oral or written that were in effect between the parties. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective heirs, legal representatives, successors and assigns. Unless otherwise notified in writing, any notice, required or permitted herein, is sufficient if in writing, delivered by e-mail with receipt confirmed, personally delivered or mailed by registered or certified mail, return receipt requested, deliver to addressee only, with postage fully paid and addressed at the address stated in the Declarations above (unless a different address has been delivered in writing). The date of mailing shall be the date of delivery. Such notice shall clearly set forth the provision of this Agreement under which it is given and it shall give all information necessary under this Agreement. The captions used in this Agreement are for identification and convenience only and are not to be considered in interpretation of this Agreement. This Agreement contains an exclusive and complete understanding of the Agreement between the parties. This Agreement cannot be modified, amended or changed in any regard without the written consent of the parties. This Agreement shall be interpreted in accordance with laws of the State of Florida. Only state courts in the State of Florida shall have jurisdiction, and only courts in Brevard County, Florida, shall have venue over the parties to and subject matter of this Agreement. This Agreement may not be assigned or transferred by any party without the written consent of the other party; except, THE COMPANY may assign this Agreement as part of a sale or merger of substantially all of its assets. If a provision of the Agreement, or the application thereof, is held invalid or unenforceable, that provision shall be deemed severable, and the validity of the remainder of this Agreement and the applications of the provision to other persons or circumstances shall not be affected thereby.

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