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Buy and Sell Copier Leads and Technology Leads

DocuLeads.com Terms & Conditions for Membership Amended 3/30/06

DocuLeads is an division of Copier Sales Partners, Inc. (hereinafter "CSP Inc.") CSP Inc. is New Hampshire based corporation in the business of facilitating the provision of sales lead opportunities to Office Technology Dealers throughout the United States. CSP Inc. has developed DocuLeads.com to deliver an interactive forum for the exchange (purchase and sale) of sales leads between 3rd parties who subscribe to our service. Independent Lead Generators (hereinafter "Lead Sellers") locate and publish sales lead information to the DocuLeads database where the information can be purchased by Office Technology Suppliers or their agents and vendors (hereinafter "Lead Seekers"). This Agreement documents the terms and conditions of an arrangement whereby CSP Inc. will provide, manage, update and maintain an Internet based venue where Lead Sellers and Lead Seekers (in good standing) can buy and sell sales lead information to and from each other.

GENERAL DEFINITIONS. As used in this Agreement and unless the context otherwise plainly requires, the terms defined in this Agreement shall have the meanings ascribed to them herein and shall include the plural as well as singular number.

"Affiliate" means, with respect to a person, any person controlling, controlled by or under common control with, such person. The term "control," when used with respect to a person, shall mean the legal, beneficial or equitable ownership, directly or indirectly, of more than 50 percent of the aggregate of all voting equity interest in such person. "Person" shall also refer to a corporation, partnership or limited liability company or other legal entity.
As used herein "Sale" shall mean a purchase or rental of sales lead information.
"Lead Seeker" means a person, corporation, limited liability company, partnership or other form of entity and its affiliates.
"Lead Seller" means a person, corporation, limited liability company, partnership or other form or entity and its affiliates.
"Member" means a registered Lead Seeker or Lead Seller in good standing.

This Agreement is between Copier Sales Partners, Inc. and any person who accepts the terms of this agreement by registering for a DocuLeads membership. DocuLeads does not sell any leads but merely acts as a venue for Lead Sellers with sales lead information to offer and sell said information to any Lead Seeker who wishes to buy it. Though CSP, Inc has created the arena, encourages and even monitors the transactions, we are not involved in, or even endorsing any specific transactions between Lead Seekers and Lead Sellers. As a result, we have no control over the quality, quantity, accuracy, legality, means by which it is obtained or even the right of the Lead Seller to offer the information being sold.

We may amend this agreement at any time by posting amendments to the terms and conditions. All amendments shall be effective 30 days after their initial posting to the DocuLeads Site unless directly communicated to the Seeker/Seller Community as immediately effective. This Agreement may not be otherwise amended except in writing signed by you and CSP, Inc.

1. STATUS, SERVICES & CONDUCT

CSP Inc. agrees to provide and maintain an online forum where Lead Sellers can generate, and publish sales lead information to the DocuLeads database where Lead Seekers will be notified via email of new entries to review, search and secure desirable sales leads through the DocuLeads Membership Tools. You agree and accept that as members who sell information on DocuLeads you do so as independent contractors; having no authority to assume or obligate in any way shape or form DocuLeads or CSP, Inc to furnish anything including warranties, guarantees, obligations, liability or debts. This agreement does not create any employee, agent, or partnership status between CSP Inc. and any DocuLeads member. Membership is a privilege and can be revoked at any time for any or no reason if CSP, Inc. deems a revocation is in the best interest of DocuLeads.com or our Seeker/Seller community. Members agree to be responsible for any and all legal ramifications, employer repercussions or personal expenses incurred while using DocuLeads to generate, sell, or purchase sales lead information and by registering for membership, individuals agree to represent sales lead information and purchase disputes with honesty and truthfulness. Membership for Lead Seekers and Lead Sellers is free, though premium (paid) memberships receive additional features and benefits that enhance the service. Members may not allow anyone else to use their account; keeping usernames and passwords secure. Members also agree not to use any other member's accounts to use DocuLeads. You agree to notify us immediately of any unauthorized use of your account or security breach. CSP Inc. will not be liable for any loss or damage arising from a members failure to keep their membership secure.

You agree not to use the Service:

for any purpose in violation of local, state, national, or international laws;
in a manner that infringes on the rights of others or on the privacy or publicity rights of others;
to post any information that is unlawful, or invasive of another's privacy
to post any illegitimate, or unqualified leads
to impersonate any person or falsely represent your association with a sales prospect.

You acknowledge that Doculeads screens and approves all leads and communication between Seekers and Sellers and that we reserve the right to deny any lead posting or refuse any communication that is (or appears to be) in violation of these terms and conditions. You further acknowledge and agree that the contact information and lead comments you post becomes the property of Copier Sales Partners, Inc. and that by offering this information via our forum you surrender and release all claims of ownership either real or implied. You also recognize and agree that any credits that are applied to your account (as a result lead sales acivity or referrals) are subject to our withdrawal policy that requires a minimum $100 balance to qualify for payout. In addition you acknowledge and accept that any promotional credits that are applied to your balance are for DocuLeads Purchases Only and may never be withdrawn or refunded in cash.

2. QUALITY

Lead Sellers acknowledge and agree that only genuine sales leads qualify for payment and that only undisputed leads will be considered genuine. In the event of a disputed lead purchase, Lead Seekers and Lead Sellers agree to be bound by the DocuLeads dispute policy and recognize and accept that any mediation will be facilitated by CSP, Inc and that the decision of CSP, Inc will be final and binding.

3. COMPENSATION

SALES LEAD PRICING:	Purchase	Rent
Multi-Unit leads:	$100	$15
Single-Unit leads:	$50	$15

CSP Inc. agrees to forward scheduled compensation payments to Lead Sellers upon confirmation of validity and acceptance on the part of the purchasing Lead Seeker. For each sales lead sold, the Lead Seller agrees to accept no less than 50% compensation (more for premium level members - up to 80%). CSP Inc will retain the balance as payment for the use of the Doculeads service. No earnings guarantees or warranties are expressed or implied by CSP, Inc. Premium membership services are designed to foster and reward lead generation activities, target & expedite sales lead generation while providing tools that offer graduated Lead Seeker advantages. These tools do not guarantee lead generation volumes, quality or activities on the part of the Lead Seller Community and are only provided as a mechanism to enhance the DocuLeads service & experience.

Premium Lead Seller Compensation Percentages:
Silver	Gold	Platinum
60%	70%	80%

When and if a Lead Seeker determines it is in their best interest to offer additional incentive funds to specific Lead Sellers for targeted, dedicated lead generation services - DocuLeads will facilitate this relationship through our message center and our dedicated Lead Seller Link. Doculeads will retain a 10% processing fee for facilitating this relationship and the funds transaction.

4. TAXES & SERVICE FEES

Lead Seekers and/or Lead Sellers agree to be responsible for payment of any sales tax or other service tax, fees or charges which may be incurred in the state or locality where Lead Seeker and/or Lead Seller does business. Lead Seekers and Lead Sellers shall hold harmless CSP Inc. with respect to such taxes or other impositions.

5. PRIVACY & ANONYMITY

Protecting the privacy and anonymity of our Lead Seekers and Lead Sellers is an integral part of the DocuLeads model. All members must select a unique username that is used by Lead Seekers to identify and communicate with preferred Lead Sellers. For your protection, you should not include anything in your username that would indicate your identity. CSP Inc does not automatically include member registration information into our public prospecting database. DocuLeads secures information we collect through the rigorous standards of our web hosting provider. CSP, Inc. will cooperate with legal entities and requests made by third parties if required to enforce laws or to protect individual rights. Although anonymity is a key component to DocuLeads, illegal, unethical, or any dishonest use of our venue can and will jeopardize member anonymity. CSP, Inc. will not release the identity of Lead Seekers to Lead Sellers or vice versa, though we may make your contact information available to select partners or affiliates for the purpose of improving our marketing reach. All communication between parties will be filtered through DocuLeads administration and any effort to bypass DocuLeads for direct Seller/Seeker contact is strictly prohibited. CSP, Inc. will make every effort to secure and maintain the identity or our members as confidential however no guarantees are expressed or implied and you agree to hold CSP, Inc. blameless should you face any sanctions from your use of this venue from any third party including but not limited to a current or former employer, the lead source, potential customers, lead seekers or lead sellers for selling information.

6. LIABILITY & RELEASE

Lead Seekers and Lead Sellers agree to release CSP, Inc. (and our officers, directors, agents, subsidiaries, joint ventures, investors and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected out of or in any way connected with such disputes. CSP, Inc. will not be held liable for any sanctions or legal actions an employer, former employer, prospective sales contact, or any third party may take as a result of said Lead Seeker or Lead Seller's activity on DocuLeads. By registering for membership and agreeing to these terms and conditions Lead Seekers and Lead Sellers acknowledge their status as independent contractors and assume total liability and all responsibility for any transactions that take place on this site.

7. RIGHT TO ASSESS

Members agree to be responsible for and to reimburse CSP, Inc for reasonable attorneys fees and costs that may result from a breach of this agreement (by the member) causing CSP, Inc. to be a co-defendant in any civil, criminal or legal action.

8. DAMAGES

Members agree not to hold CSP, Inc responsible for damages they may suffer from using DocuLeads. We make no warranties expressed or implied for the service we provide. This includes loss of data, any and all service interruptions, caused by others, CSP, Inc. it's employees, associates, agents, vendors, by it's own negligence or the errors of omissions of others.

9. TERM OF AGREEMENT

This agreement is "at will" and will be in force as long as Lead Seekers and Lead Sellers wish to remain active participants. Members agree to be subject to any modifications or updates to this agreement and the continued status of an active membership is considered acknowledgement of any and all modifications. If any party, CSP Inc. a Lead Seeker or Lead Seller hereto wish to cancel this Agreement for any or no reason, either party can terminate the membership online from the Member Account Status Page.

10. STANDARD

For so long as no event of default by Members has occurred and is continuing CSP Inc. agrees to provide the services in accordance with this Agreement.

11. CONFIDENTIALITY

Confidential information shall mean: all information marked "confidential", "restricted" or "proprietary" by either party; Member information, account information, and information regarding Member's administrative, financial or marketing activities.

12. NON DISCLOSURE

Except to the extent required by law, neither party will publicly disclose the terms of this Agreement without the prior written consent of the other. Furthermore, neither CSP Inc. nor Members will make any use of confidential information of the other except as contemplated by this Agreement; acquire any, right in or assert any lien against the confidential information of the other; however, leads developed independently by Members without reference to a use of any confidential information of CSP Inc. shall remain the sole property of Members and may be sold through DocuLeads at will. In the event of any disclosure or loss of confidential information by a receiving party, the receiving party will notify the furnishing party immediately.

13. EVENTS OF DEFAULT

If any one or more of the following events shall occur and be continuing, then the non-defaulting party shall have the rights as set forth herein:

If member shall fail to pay any sums required to be paid to CSP Inc. hereunder when the same become due and such default shall continue unremedied for five or more days; provided, however, that if a dispute exists with respect to the amount of any sum due hereunder, the disputed amount shall not be deemed to be due for the purposes of this section, unless and until the dispute has been resolved by mediation or arbitration, or litigation if necessary.
If either party shall default in the performance of any of its material obligations hereunder, excluding the Member's obligation to pay money, default of which shall continue unremedied for a period of thirty (30) days after written notice of such default shall have been given to the defaulting party by the non-defaulting party;
A bankruptcy event shall have occurred to a party.

14.REMEDIES

When any event of default shall have occurred and be continuing the non-defaulting party shall take one or any combination of the following steps:

Terminate this Agreement;
Declare any sums due to the non-defaulting party to be immediately due and payable;
Have reasonable access to and inspect, examine and make copies of during regular business hours any data or other information related to the services to be performed under this Agreement;
Take whatever action at law or in equity may appear necessary or desirable to collect any amounts then due and thereafter to become due under the Agreement or to enforce performance and observance of any obligation, agreement or covenant of the defaulting party under the Agreement;
Exercise any and all rights and remedies generally afforded by law and in equity and as otherwise afforded herein.

The parties hereto agree that they shall make a good faith effort to resolve any disputes hereunder by mediation or arbitration before resorting to court action, and the parties agree that all mediation and arbitration shall take place at Portsmouth, New Hampshire, and that the Commercial Arbitration Rules of the American Arbitration Association shall be applicable, however, the parties shall be free to select such arbitrator or mediator as they may agree upon without the need to proceed through the American Arbitration Association.

15. NON-INFRINGEMENT

The parties represent and warrant that they will perform their responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of any trade secret, or other proprietary right of any third party.

16. AUTHORITY

Member hereby represents that it has all requisite corporate power and authority to enter into this Agreement, and to carry out the transactions contemplated hereby.

17. NON-ASSOCIATION

This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would impose liability upon one party for the act or failure to act of the other as providing either party with the right, power or authority, express or implied, to create any duty or obligation of the other party. Each party shall be responsible for the management, direction and control of its employees, and such employees shall not be employees of the other party. Except where this Agreement expressly provides that CSP Inc. will perform certain identified services for the Member, the services will be under the control, management and supervision of CSP Inc.

18. FORCE MAJURE.

Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of god, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States, or any other similar cause beyond the reasonable control of such party, each being a "Force Majure Event". In such event, the non-performing party will be excused from any further performance or observance of the obligations hereunder so affected for as long as such circumstances prevail and such part continues to use all commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any party so delayed in its performance will immediately notify the other by telephone to be confirmed in writing within five (5) days of the inception of such delay and describe in reasonable detail the circumstances causing such delay. Such Force Majure Event causes a delay for more than one hundred eighty (180) days this Agreement shall automatically terminate unless extended by mutual written agreement of the parties.

19. REMARKETING

Member may not remarket all or any portion of the services provided under this Agreement, or make all or any portion of the services available to any party other than Member without the prior written consent of CSP Inc.; provided, however, that nothing in this Agreement shall limit or prohibit or shall be construed to limit or prohibit Members ability to develop its own Sales Leads in any area in which Member chooses to do business.

20. WAIVER

No action taken pursuant to this Agreement by either party shall be deemed to constitute a waiver by such party of compliance with any covenant or agreement contained herein unless the waiver is made expressly in writing signed by the waiving party, and such waiver or any breach of any provision of this Agreement shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof.

21. SEVERABILITY

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforce ability of the remaining provisions shall not in any way be affected or impaired.

22. COUNTERPARTS

This Agreement shall be executed in duplicate counterparts. Each such counterpart shall be an original and both together shall constitute but one and the same document.

23. GOVERNING LAW

This Agreement shall be governed by the laws of the State of New Hampshire, as such laws are applied to contracts which are entered into and performed entirely within the State of New Hampshire, including the conflicts of law principles thereof.

24. NOTICES

Under this Agreement, whenever one party is required or permitted to give notice to the other, such notice will be deemed given when delivered in hand one day after being give to a national express courier with a reliable system for tracking delivery, or three days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage pre-paid, (regardless of whether the return receipt is subsequently received) or when sent by facsimile or email and thereafter delivered by one of the foregoing methods of delivery and addressed as follows: Copier Sales Partners, Inc., PO Box 145, Rye, New Hampshire, 03871 CSPartners@gmail.com

25. NO THIRD PARTY BENEFICIARIES

The parties do not intend nor will any clause be interpreted to create in any third party, any obligations to, or benefit from either CSP Inc. or Member.

BY ACCEPTING MEMBERSHIP YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, YOU AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF (1) THIS AGREEMENT, AND (2) THE SCHEDULES, INCLUDING THOSE MADE EFFECTIVE BY THE PARTIES IN THE FUTURE. THIS STATEMENT OF THE AGREEMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER DESCRIBED IN THIS AGREEMENT.

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