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