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TERMS OF SERVICE

This Partner Program Operating Agreement (the “Agreement”) is made and entered into by and between CPINAP, a part of HH-ADS (“CPINAP” or “we”), and the party submitting an application to become a CPINAP partner (“Partner”). The terms and conditions contained in this Agreement apply to Partner’s participation with CPINAP (“Partner Program”). In connection with the Partner Program, Partner may see offers (each, an “Offer”) by CPINAP or a third party (each such third party a “Client”) that may link to a specific web site for that particular Offer (“Program Web Site”). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement. By submitting an application or participating in an Offer, Partner expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the authority to bind the Partner to the terms of this Agreement.

Enrollment in the Partner Program

Partner must submit an Partner Program application from CPINAP’s website. Partner must provide accurate and complete information in Partner’s application. After CPINAP reviews Partner’s application, CPINAP will notify Partner of Partner’s acceptance or rejection to the Partner Program. CPINAP may accept or reject Partner’s application at CPINAP’s sole discretion for any reason.

Obligations of the Parties

Subject to CPINAP’s acceptance of Partner as an partner and Partner’s continued compliance with the terms and conditions of this Agreement, CPINAP agrees as follows:

  • CPINAP will make available to Partner via the Partner Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which Partner may display on web sites owned or controlled by Partner, in emails sent by Partner and in online advertisements (collectively, “Media”). The Links will serve to identify Partner as a member of CPINAP’s Partner Program and will establish a link from Partner’s Media to the Program Web Site.
  • CPINAP will pay Partner for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person (as determined by CPINAP), (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by CPINAP, and (v) is not later determined by CPINAP to be fraudulent, incomplete, unqualified or a duplicate user.
  • CPINAP will pay Partner any Commissions earned on a monthly basis, provided that the total Commissions CPINAP owes you is greater than $25. Accounts with a balance of less than $25 will roll over to the next month and will continue to roll over monthly until the $25 minimum is reached. CPINAP reserves the right to charge back to Partner’s account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
  • Payment for Commissions is dependent upon Clients providing such funds to CPINAP, and therefore, Partner agrees that CPINAP shall only be liable to Partner for Commissions to the extent that CPINAP has received such funds from the Clients.
  • CPINAP shall automatically generate an invoice on behalf of Partner for all Commissions payable under this Agreement and shall remit payment to Partner based upon that invoice. All tracking of Links and determinations of Qualifed Actions and Commissions shall be made by CPINAP in its sole discretion. In the event that Partner disputes in good faith any portion of an invoice, Partner must submit that dispute to CPINAP in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims or challenges based upon that invoice. In the event that Partner is also tracking Qualified Actions and Partner claims a discrepancy, Partner must provide CPINAP with Partner’s reports within three (3) days after 30th day of the calendar month, and if CPINAP’s and Partner’s reported statistics vary by more than 10% and CPINAP reasonably determines that Partner has used generally accepted industry methods to track Qualified Actions, then CPINAP and Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then CPINAP’s numbers shall govern.
  • If Partner has an outstanding balance due to CPINAP under this Agreement or any other agreement between the Partner and CPINAP, whether or not related to the Partner Program, Partner agrees that CPINAP may offset any such amounts due to CPINAP from amounts payable to Partner under this Agreement.
Partner also agrees that:
  • It has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media.
  • All materials posted on the Media or otherwise used in connection with the Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that CPINAP informs Partner that it considers objectionable (collectively, “Objectionable Content”).
  • It will not make any representations, warranties or other statements concerning CPINAP or Client or any of their respective products or services, except as expressly authorized herein.
  • The Media does not copy or resemble the look and feel of the Program Web Site or create the impression that the Media is endorsed by CPINAP or Clients or a part of the Program Web Site, without prior written permission from CPINAP.
  • It will comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to its business, its Media or its use of the Links.
  • It will comply with the terms, conditions, guidelines and policies of any third-party services used by Partner in connection with the Partner Program, including but not limited to, email providers, social networking services and ad networks.
  • It will always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Partner Program and the provision of such personally identifiable information to CPINAP and Clients for use as intended by CPINAP and Clients.
  • It will always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by CPINAP or Client, or as required by applicable laws regarding such Offers.
  • It will not place CPINAP ads on any online auction platform (i.e. eBay, Amazon, etc).
The following additional program-specific terms shall apply to any promotional programs set forth below:
  • Email Campaigns. For all email campaigns, Partner must download the “Suppression List” from the Offers section of CPINAP. Partner shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. CPINAP will provide an opt-out method in all Links, however, if any opt-out requests come directly to Partner, Partner shall immediately forward them to CPINAP at [email protected]. Partner’s emails containing the Links may not include any content other than the Links, except as required by applicable law.
  • Partner agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Partner Program, possible legal action and any other rights or remedies available to CPINAP pursuant to this Agreement or otherwise. Partner further agrees that it will not mail or market to any suppression files generated through the CPINAP network, and that doing so may result in Commission withholdings, removal or suspension from the Partner Program, possible legal action and any other rights or remedies available to CPINAP pursuant to this Agreement or otherwise.
  • Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or message or bulletin boards unless otherwise agreed by CPINAP in writing. Any pop-ups/unders used for the Partner Program shall be clearly identified as being served by Partner in the title bar of the window and any client-side ad serving software used by Partner shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
  • Partner Network Campaigns. For all Partners that maintain their own partner networks, Partner agrees to place the Links in its partner network (the “Partner Network”) for access and use by those partners in the Partner Network (each a “Third Party Partner”). Partner agrees that it will expressly forbid any Third Party Partner to modify the Links in any way. Partner agrees to maintain its Partner Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Partner whose web site or business model involves content containing Objectionable Content. All Third Party Partners must be in good standing with Partner. Partner must require and confirm that all Third Party Partners affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links. Partner shall promptly terminate any Third Party Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Partner with respect to the Links, Partner shall promptly disclose to CPINAP the identity and contact information for such Third Party Partner. Partner shall promptly remove any Third Party Partner from the Partner Program and terminate their access to future Offers of CPINAP in the Partner Network upon written notice from CPINAP. Partner shall remain liable for all acts or omissions of any Third Party Partner.

    • Confidentiality

    For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:

    • a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
    • the material terms of the Agreement; and
    • any information marked or designated by the Disclosing Party as confidential.

    The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:

    • who need to know such information in order for the Receiving Party to perform its obligations hereunder; and
    • who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

    Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:

    • is generally available to or known to the public through no wrongful act of the receiving party;
    • was independently developed by the Receiving Party without the use of Confidential Information; or
    • was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.
    • The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.

    Limited License & Intellectual Property

    Partner may not alter, modify, manipulate or create derivative works of the Links or any CPINAP graphics, creative, copy or other materials owned by, or licensed to, CPINAP in any way. Partner is only entitled to use the Links to the extent that Partner is a member in good standing of the Partner Program. CPINAP may revoke Partner’s license any time by giving Partner written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Partner any rights to any of CPINAP’s trademarks, service marks, copyrights, patents or trade secrets. Partner agrees that CPINAP may use any suggestion, comment or recommendation Partner chooses to provide to CPINAP without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by CPINAP.

    Termination

    This Agreement shall commence on the date of CPINAP’s approval of Partner’s Partner Program application and shall continue thereafter until terminated as provided herein. Partner may terminate Partner’s participation in the Partner Program at any time by removing all Links from Partner’s Media and deleting all copies of the Links. CPINAP may terminate Partner’s participation in one or more Offers or this Agreement at any time and for any reason which CPINAP deem appropriate with or without prior notice to Partner by disabling the Links or providing Partner with a written notice. Upon termination of Partner’s participation in one or more Offers or this Agreement for any reason, Partner will immediately cease all use of and delete all Links, plus all CPINAP or Client intellectual property, and will cease representing yourself as a CPINAP or Client partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

    Suspension

    In addition to any other rights and remedies available to CPINAP under this Agreement CPINAP reserves the right to delete any actions submitted through Partner’s Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Partner’s account if (i) CPINAP determines that Partner has violated this Agreement, (ii) CPINAP receives any complaints about Partner’s participation in the Partner Program which CPINAP reasonably believes is in violation this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Partner Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, CPINAP reserves the right to disclose Partner’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Partner’s actions. Such suspension will be in addition to CPINAP’s available rights and remedies.

    Anti-Spam Policy

    Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Partner Program must include the appropriate party’s opt-out link. From time to time, CPINAP may request – prior to Partner’s sending emails containing linking or referencing the Partner Program that Partner submit the final version of Partner’s email to CPINAP for approval by sending it to Partner’s CPINAP representative and upon receiving written approval from CPINAP of Partner’s email the email may be transmitted to third parties.

    It is solely Partner’s obligation to ensure that the email complies with the Act. Partner agrees not to rely upon CPINAP’s approval of Partner’s email for compliance with the Act or assert any claim that Partner are in compliance with the Act based upon CPINAP’s approval.

    Fraud

    Partner is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Partner’s permitted access to the Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. CPINAP shall make all determinations about fraudulent activity in its sole discretion.

    Representations and Warranties

    The parties agree to the terms in the General Data Protection Regulation Data Processing Addendum, which is incorporated into this Agreement.

    Partner represents and warrants that:

    • it has the power and authority to enter into and perform its obligations under the Agreement;
    • at all times, the Media and Partner itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, “Laws”);
    • it owns and/or has any and all rights in the Media as contemplated by the Agreement;
    • at all times, the Media and Partner itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;
    • Partner has a reasonable basis for any and all claims made within the Media and possesses appropriate documentation to substantiate such claims;
    • Partner shall fulfill all commitments made in the Media;
    • no Media is targeted to end-users under the age of eighteen (18);
    • prior to loading any computer program onto an individual’s computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Partner shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies;

    the Media does not and will not:

    • contain any misrepresentations or content that is defamatory;
    • contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;
    • promote or support gambling or sweepstakes or contests; or
    • contain any “worm,” “virus” or other device that could impair or injure any person or entity;

    Partner is not, nor is Partner acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and

    Partner is not, nor is Partner acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.

    Modifications

    In addition to any notice permitted to be given under this Agreement, CPINAP may modify any of the terms and conditions of this Agreement at any time by providing Partner with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Partner, Partner may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Partner’s continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute Partner’s acceptance of such change.

    In addition, CPINAP may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from CPINAP to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.

    Independent Investigation

    Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Partner Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.

    Indemnification

    Partner shall irrevocably defend, indemnify and hold CPINAP and Clients and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:

    • Partner’s breach of the Agreement;
    • the Media; and/or
    • any claim that CPINAP is obligated to pay any taxes in connection with Partner’s participation hereunder.

    Disclaimers

    THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CPINAP EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CPINAP DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. CPINAP EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. CPINAP DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

    Limitation of Liability

    IN NO EVENT SHALL CPINAP BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF CPINAP. IN NO EVENT WILL CPINAP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CPINAP HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CPINAP’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY CPINAP IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

    Force Majeure

    Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

    Governing Law & Miscellaneous

    Assignment. Partner may not assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of CPINAP, and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement or any portion hereof/thereof, to:

    • an acquirer of all or substantially all of such party’s equity, business or assets;
    • a successor in interest whether by merger, reorganization or otherwise; or
    • any entity controlling or under common control with such party.

    Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.

    By submitting and application to Partner Program, Partner affirms and acknowledges that Partner has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Partner does not wish to be bound by this Agreement, Partner should not submit an application to Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.