Integrate CPA Network Terms and Conditions
These terms and conditions (“Agreement”) shall constitute the entire agreement between Integrate CPA Network™, an Internet property of Integrate CPA Interactive, Ltd (“Integrate CPA Network™,” “we” or “us”), and you governing your use of the www.integrate-cpa.com website (the “Program Website”) and/or participation as a publisher (“Publisher”) in the Integrate CPA Network™ publisher program (the “Program").
If you are a corporation, limited liability company/corporation or any other type of business entity, the term “you” shall include any officer, executive, publisher, employee, consultant and/or agent of your business entity.
By submitting your online application to become a Publisher (the “Application”)
Ask you to confirm that you:
A. You have fully read this Agreement
B. You understand all of the terms of the Agreement
C. You are 18 years of age or above
D. You are own and operate an Internet website where you can place advertisements and generate traffic
E. You agree to be fully bound by the Agreement. In addition, by visiting and/or accessing the Program Website, you fully agree to this Agreement.
This Agreement is subject to change at any time, in our sole discretion, and such changes are effective upon their posting at the Program Website. Changes may include, without limitation, changes in the Commission structures, payment procedures and other Program-related policies. Bookmark this page and check it frequently as it is up to you to refer to this page for any amendments and/or changes to this Agreement. By your continued participation in the Program, you are fully subject to the Agreement in effect at the time.
1. Enrollment in the Program
1.1 To begin the enrollment process, you must submit a complete and accurate Application. We will evaluate your Application and will promptly notify you of your Application acceptance or rejection via the e-mail address that you supply as a part of your Application. To qualify as a Publisher, you must own and operate an Internet website where Marketing Pieces, as defined in Section 6, may be posted.
1.2 You understand and agree that we may reject your Application and/or terminate your participation in the Program at anytime and for any reason, in our sole discretion. Such reasons may include, without limitation:
A. we believe that you are in any way in breach of this Agreement;
B. we believe that your Publisher website (“Publisher Website”) is unsuitable for the Program for any reason including, without limitation, that the Publisher Website contains material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable;
C. we believe that you are not, in any manner whatsoever, conducting Internet marketing that fully complies with all applicable laws, rules and regulations; and/or
D. use of any names, trademarks, trade names, drawings, logos and symbols associated with a Integrate CPA Network™ customer (“Customer”), or variations and/or misspellings of any of them, in URLs to the left of the top level domain name (e.g., “.com,” “.net,” “.uk,” etc.).
1.3 In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria, at a minimum:
A. All Publishers that wish to send advertisements via email must have the consent of the consumer to send such email and each Publisher shall maintain records evidencing such consent including, without limitation, applicable IP addresses and time/date stamps (the "IP Information") and will supply such records to Integrate CPA Network within one business days of request;
B. Unless otherwise approved in writing by Integrate CPA Network, Publishers may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
C. Publisher websites must be fully functional at all levels; no "under construction" sites or sections;
D. Spawning process pop-ups are prohibited; and
E. Such other criteria as Integrate CPA Network may from time to time determine, in its sole discretion.
1.4 As part of the Application process, you will be asked to select a username and password. You may use your username and password to access your online Publisher Account page (“Publisher Account”). We may refuse to grant to you any username, in our sole discretion. You are solely responsible for the confidentiality and use of your username and password. You agree not to transfer or resell your username and/or password, or otherwise provide access to your Publisher Account and/or Program to any third party. If you have reason to believe that your Publisher Account is no longer secure, you must promptly change your password by updating your account information and immediately notify Integrate CPA Network ™ of same by e-mailing us at
affiliates@integrate-cpa.com.
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR PUBLISHER ACCOUNT.
2. Publishers in the Integrate CPA Network
2.1 We grant to Publishers a non-exclusive, non-transferable, limited license to promote and market a particular Integrate CPA Network™ customer campaign (each, a “Customer Campaign”) on the Internet in accordance with this Agreement. There is no tiered Publisher status under the Program and, accordingly, a Publisher may not have sub-affiliates under this Agreement. The term “Customer” shall mean the applicable client of Integrate CPA Network™.
2.2 We may use the personal information of a Publisher in any manner consistent with our Privacy Policy, which is hereby incorporated into, and made part of, this Agreement. For additional information regarding our use of information collected from you, please refer to the Integrate CPA Network™ Privacy Policy.
2.3 Consumers generated through your marketing efforts hereunder, and their associated information and/or data, are deemed to be the sole property of Integrate CPA Network™ and our respective Customers. You do not receive any rights to such information and may not use such information for your own benefit other than as set forth in this Agreement.
2.4 Publishers may not engage in any non-Internet based form of marketing or any marketing where the encoded Publisher-specific hyperlinks cannot be tracked by Integrate CPA Network™.
3. Customer Campaigns
3.1 As a Publisher, you will have the opportunity to select the particular Customer Campaign(s) that you desire to market and promote. However, Integrate CPA Network™ must supply its approval for your participation in a Customer Campaign, which may be withheld in our sole discretion.
3.2 Each Customer Campaign will have additional terms, conditions, restrictions and/or qualifications (the “Campaign Terms”) associated with it, including Commission schedules. Campaign Terms may be reviewed through your Publisher Account. To the extent that there is a conflict between this Agreement and any Campaign Terms, the respective Campaign Terms shall govern. Campaign Terms are subject to change at any time, in our sole discretion, and such changes are effective upon their posting at the Program Website. By your continued participation in the Program, you are fully subject to the Campaign Terms in effect at the time.
3.3 Within a Customer Campaign, Publishers may have the option to select different promotional deals (each, a “Deal”) (for example, X Customer Campaign offers the option of a $2.00 per new registration or $4.00 per new paid membership (or upgrade)). Any additional terms, conditions, restrictions and/or qualifications associated with a particular Deal (“Deal Terms”) will appear in connection with the particular Deal.
3.4 Any and all applicable Campaign Terms and Deal Terms are hereby made a part of this Agreement.
4. Term and Termination
4.1 The term of this Agreement will begin upon our written acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving Integrate CPA Network™ written notice of termination via e-mail. Integrate CPA Network™ may terminate this Agreement and your license hereunder without notice at any time. Publishers are only eligible to earn Commissions on billings generated during the term of this Agreement. Upon any termination of this Agreement, any and all licenses granted hereunder shall immediately expire.
4.2 Notwithstanding anything contained herein to the contrary, upon any termination of this Agreement, we will pay any Commissions otherwise due to a Publisher during the next billing cycle.
4.3 Upon termination, Publisher must immediately cease all advertising activities. In addition, Publishers agree to immediately destroy any and all Integrate CPA Network™-related records, materials, copies, notes, suppression lists (if used herein) and documentation in their possession and to certify to Integrate CPA Network™ that such destruction has occurred.
4.4 Obligations that, by their nature, would survive any termination of this Agreement including, without limitation, Sections 4, 8, 10, 11, 12, 13 and 15, shall survive any termination of this Agreement.
5. Commissions
5.1 Integrate CPA Network™ shall pay commissions according to the payment terms of the applicable Customer Campaign and/or Deal (“Commissions”). The most recent Campaign Terms, Deal Terms, Commissions and/or other payment terms will be published at the Program Website. Unless otherwise indicated in Campaign Terms and/or Deal Terms, Commissions shall be paid in the form of a check mailed to the physical mailing address you supplied as a part of your Application.
5.2
Integrate CPA Network will collect
payments from Advertiser and
will pay Publisher
commissions (Commissions)
consisting of 100% of the
campaign payout it receives
from the applicable
Advertiser less a service
fee based upon Publisher’s
monthly volume:
For Advertising:
| Monthly Volume |
Service Fee
|
| 0 - $999 |
20% |
| $1,000 - $4,999 |
15% |
| $5,000 - $9,999 |
10% |
| $10,000 + |
5% |
Integrate CPA Network will process
Publisher's payment thirty
(30) days from the last
business day of each month
in which earnings are
accrued for which Company
has received payment from
the applicable Advertiser.
5.3 Commissions are based solely upon that statistics that Integrate CPA Network™ compiles on a regular basis, which are verified and checked against our month end reports (the “Data”). Publisher understands and agrees that the Data is dispositive and fully binding upon Publisher in determining payable Commissions. Please be advised that the statistics that appear at your online Publisher Account page are intended for informational purposes, only. The online Publisher Account statistics may be inaccurate and/or incomplete and you may not rely upon such statistics until they are reconciled with our month end reports. Integrate CPA Network™ may require a Publisher to provide a W-9, or similar information, as a condition to receiving any Commission payments.
5.4 Notwithstanding anything contained herein to the contrary, no Commission payments will be issued to a Publisher for any amount less than $50 US Dollars (the "Payment Threshold"). All such amounts below the Payment Threshold shall be held, aggregated and paid to a Publisher only when the Payment Threshold has been reached. Integrate CPA Network™ will not pay Commissions on any billings that occur: i) before the Publisher is accepted into the Program; or ii) after termination of this Agreement.
5.5 Integrate CPA Network™ reserves the right to withhold and/or cancel Commission payments due and owing to a Publisher at any time, in our sole discretion, when we believe that the Publisher is in breach of this Agreement.
5.6 All Commission payments due to a Publisher will be paid by check in US dollars, unless otherwise set forth in connection with a Customer Campaign and/or Deal.
5.7 Integrate CPA Network™ reserves the right, without limitation, to deduct an amount equal to any chargebacks, refunds, deductions and/or any other type of adjustments, plus any and all associated fees and charges (collectively, “Adjustments”), incurred by Integrate CPA Network™ in connection with registrations and/or purchases generated by a Publisher hereunder. If Integrate CPA Network™ incurs any Adjustments, the respective Publisher connected to such Adjustment agrees that Integrate CPA Network™ may deduct such amounts from any future Commissions earned by such Publisher.
5.8 Integrate CPA Network™ reserves the right to deduct any test leads from a Publisher's account or flag as non-payment.
6. Marketing Pieces
6.1 We will make available to our Publishers marketing pieces created for use with the Program. In particular, we will supply Integrate CPA Network™ creatives (“Creatives”) and/or Integrate CPA Network™ banner advertisements (“Banner Ads”) (collectively, the "Marketing Pieces"). Each Marketing Piece contains a validation tracking mechanism permitting Integrate CPA Network™ to identify the respective Publisher using such Marketing Piece. In addition, each Marketing Piece contains a hyperlink that will direct individuals to the applicable offer at the respective Customer website (“Customer Website”).
6.2 Publishers may use Creatives and Banner Ads in Internet marketing, including at a Publisher’s website. The Marketing Pieces will allow users of the Publisher Website to purchase products and/or services from a Customer. The Marketing pieces may contain logos, copy, graphics and/or animation. Integrate CPA Network™ may change or revise the content of the Marketing Pieces at any time, in our sole discretion, and Publishers agree to use only the most recent version of any Marketing Piece.
6.3 We grant to each Publisher a non-exclusive, non-transferable, revocable and limited license to:
A. use the Marketing Pieces including our logos, trade names, product names, trademarks and similar identifying material relating to Integrate CPA Network™ and/or a Customer contained therein, for the sole purpose of performing Publisher’s rights and duties hereunder; and
B. direct individuals to the Customer Website through such Marketing Pieces.
6.4 Publishers may not alter, modify and/or otherwise change the Marketing Pieces in any manner, whatsoever. Publishers may only use Marketing Pieces supplied by Integrate CPA Network™. Use, or the attempted use, of any other marketing materials in connection with the Program will result in the immediate termination of the Publisher’s status, without notice.
6.5 Publishers agree not to use the Marketing Pieces in any manner that is disparaging or that otherwise portrays Integrate CPA Network™ in a negative light.
6.6 Integrate CPA Network™ retains the right to approve and direct any and all uses of Marketing Pieces at all times. Each Publisher agrees that Integrate CPA Network™ may, in its sole discretion, direct the placement of Banner Ads and Creatives on the Publisher Website. Each Publisher further agrees that he or she will fully comply with our directions regarding same. Publishers may not engage in any marketing practices that may be viewed as deceptive and/or misleading.
7. E-mail Marketing Policy/CAN-SPAM Compliance
7.1 Unless otherwise indicated in Campaign Terms or Deal Terms, Publishers MAY NOT USE E-MAIL MARKETING IN A CUSTOMER CAMPAIGN OR DEAL. If e-mail marketing is permitted, such permission will be set forth in the applicable Campaign Terms or Deal Terms and Publisher must comply with all provisions of this Agreement concerning e-mail transmissions.
7.2 Publisher represents and warrants that, to the extent e-mail marketing is permitted in a Customer Campaign and/or Deal, it will comply with all applicable state and federal laws, rules and regulations (including the Can-Spam Act of 2003, as amended from time to time) with respect to e-mail marketing. Publisher acknowledges that any failure to comply with this E-mail Marketing Policy may, in our sole discretion, result in the immediate termination of its Publisher status and the forfeiture of any and all rights to any Commissions owed to the Publisher by Integrate CPA Network™.
7.3 Without limiting the generality of the foregoing, when performing e-mail marketing of any kind and on behalf of any Advertiser, Publisher represents and warrants that Publisher shall:
A. deliver commercial e-mail only to those recipients: i) who have given Publisher direct and/or explicit consent to receive e-mail advertising from Publisher, as defined under applicable law, and have not revoked such consent as of the date that the commercial e-mail was transmitted to such recipient; or (ii) with whom Publisher has a preexisting business relationship, as defined under applicable law, and have not unsubscribed to receive e-mail advertising as of the date that the commercial e-mail was transmitted to such recipient;
B. refrain from falsifying e-mail header and transmission information (including, without limitation, source, destination and routing information);
C. not use any subject or from line that is materially false or misleading;
D. refrain from seeking or obtaining unauthorized access to computers for the purpose of sending any and all commercial e-mail;
E. refrain from using any third-party trademarks and/or brands;
F. include within all commercial e-mail sent: a valid street address for both Publisher and the Customer; a clear and conspicuous identification that the e-mail message is an advertisement or solicitation; a clear and conspicuous opt-out notice and functional opt-out mechanism; and process unsubscribe requests within 5 days; G. comply with all legal obligations with respect to unsubscribing consumers from Publisher’s e-mail mailing lists;
H. at least once a week, scrub the Publisher database of e-mail recipients against the Integrate CPA Network™ suppression list, subject to the provisions contained in Section 8.10, and supply to Integrate CPA Network™ an updated Publisher suppression list on a weekly basis; and
I. immediately notify Integrate CPA Network™ in the event that any complaint, investigation and/or litigation ensues concerning Publisher’s e-mail practices (whether or not such complaint, investigation and/or litigation relates to Publisher’s relationship with Integrate CPA Network™).
7.4 Suppression Lists: With respect to any suppression list generated through the Program, Publisher agrees to:
A. use such suppression list, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement;
B. regularly use such suppression list to remove any and all e-mail addresses contained therein from the receipt of future commercial e-mail messages;
C. not use the suppression list for purposes of e-mail marketing (or provide the suppression list to any third party for said purposes) and not send, or cause to be sent, any commercial e-mail messages to an e-mail address appearing on any suppression list;
D. not use any suppression list for purposes of e-mail appending in any manner whatsoever;
E. hold any suppression list in trust and confidence and use same solely for the suppression purposes set forth herein;
F. not retain a copy of any suppression list; and
G. not disclose any suppression list to any employee, consultant, subcontractor, or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of this Agreement. Such agreement shall be immediately forwarded to Integrate CPA Network™, upon request. Integrate CPA Network™ reserves the right to withhold its consent to such disclosure and may, within its discretion, accordingly bar the disclosure of any and all suppression lists.
8. Fraud.
8.1 Integrate CPA Network actively monitors traffic for fraud. If fraud is detected, Publisher’s account will be made inactive pending further investigation. Publisher accounts are flagged that, among other things
A. Have click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Integrate CPA Network;
B. Have ONLY click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported;
C. Have shown fraudulent leads as determined by the Advertisers;
D. Have used any incentives to procure clicks or leads
E. Have provided leads obtained other than through intended consumer action. For instance, use of phone books, or similar such compilations of personal data, to complete lead generation forms shall be considered fraudulent behavior.
F. Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs.
8.2 If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by Integrate CPA Network or use of sites in co-registration campaigns that have not been approved by Integrate CPA Network), as determined solely by Integrate CPA Network, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Integrate CPA Network, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, Integrate CPA Network reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.
9. Representations and Warranties: Publisher hereby represents and warrants to us as follows:
9.1 This Agreement has been duly and validly executed and delivered by Publisher and constitutes Publisher’s legal, valid and binding obligation which is fully enforceable against you in accordance with its terms.
9.2 Publisher is duly licensed, authorized and certified by all applicable governmental and regulatory authorities to perform Publisher’s rights and duties pursuant to this Agreement.
9.3 Publisher will comply with all applicable state and federal laws, rules and regulations (including the Can-Spam Act of 2003, as amended from time to time, if applicable), with respect to the Program.
9.4 Publisher understands and agrees that Integrate CPA Network™ will enter into similar agreements with other Integrate CPA Network™ Publishers in direct competition with Publisher.
9.5 Publisher understands and agrees that Publisher has independently evaluated the desirability of participating in the Program and that Publisher has not relied on any representation and/or warranty other than those set forth in this Agreement.
9.6 The execution, delivery and performance by Publisher of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which Publisher is subject; (ii) any order, judgment or decree applicable to Publisher; (iii) any provision of Publisher’s corporate by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to Publisher.
9.7 Publisher’s performance under this Agreement will not: (i) be fraudulent, deceptive and/or misleading; (ii) invade the right of privacy or publicity of any third person; (iii) involve any libelous, obscene, indecent or otherwise unlawful material; and (iv) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.
9.8 There is no pending or, to the best of Publisher’s knowledge, threatened claim, action or proceeding against Publisher.
9.9 Publisher will be solely responsible for the development, operation and maintenance of the Publisher Website and for any and all materials that appear on the Publisher Website. Such responsibilities include, without limitation: i) the technical operation of the Publisher Website and all related equipment; ii) creating and posting content, descriptions and references on the Publisher Website; iii) the accuracy and propriety of materials posted on the Publisher Website; iv) ensuring that materials posted on the Publisher Website do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive; and v) ensuring that the Publisher Website complies with all applicable laws.
10. Publicity
10.1 Publisher agrees that Integrate CPA Network™ may use Publisher’s name (if Publisher is an individual), Publisher’s company name (if Publisher is a corporation or the like), Publisher’s likeness and/or logo, the Publisher Website address and any associated information in our marketing materials and press releases, without compensation to Publisher.
10.2 Publisher shall not create, publish, distribute or permit any written material that makes reference to Integrate CPA Network™ without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion.
11. Proprietary Rights
11.1 The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Program, Marketing Pieces, Program Website are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights. The use, copying, redistribution and/or publication by you of any part of the Program, Marketing Pieces or Program Website, other than as contemplated hereunder, is strictly prohibited. Integrate CPA Network™ retains any rights not granted herein.
11.2 Publisher does not acquire any ownership rights to the Program, Marketing Pieces or Program Website. The availability of the Program, Marketing Pieces and Program Website does not constitute a waiver of any rights related thereto.
11.3 Integrate CPA Network™ shall be deemed the sole owner of any and all consumer information obtained through your participation in the Program. Publisher has no rights in or to such consumer information.
12. Indemnification
12.1 Publisher agrees to indemnify, defend and hold Integrate CPA Network™, its parents and subsidiaries, our Customers and each of their respective officers, partners, publishers, managers, employees, agents and attorneys (collectively, the “Covered Parties”), harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from:
A. Publisher’s breach of this Agreement and/or any representation or warranty contained herein;
B. Publisher’s participation in the Program, in any manner whatsoever;
C. any allegation that Publisher has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; and
D. any third party claim related to the Publisher Website and/or Publisher’s marketing and/or e-mail marketing practices.
13. Disclaimers/Limitation of Liability
13.1 THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Integrate CPA Network™ AND THE COVERED PARTIES HAVE NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, Integrate CPA Network ™ AND THE COVERED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Integrate CPA Network™ AND PUBLISHER. THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. Integrate CPA Network ™ MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM US THROUGH THE PROGRAM, PROGRAM WEBSITE OR MARKETING PIECES SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
13.2 ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES IS EXPRESSLY DISCLAIMED. PUBLISHER UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE PROGRAM AND ACCESS AND/OR USE OF THE PROGRAM WEBSITE AND MARKETING PIECES IS DONE SOLELY AT PUBLISHER’S OWN DISCRETION AND AT PUBLISHER’S OWN RISK. PUBLISHER IS ALSO SOLELY RESPONSIBLE FOR ANY USE, OR ALLEGED USE, OF THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES THAT MAY INFRINGE UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
13.3 UNDER NO CIRCUMSTANCES SHALL Integrate CPA Network ™ AND THE COVERED PARTIES BE LIABLE TO PUBLISHER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CONSUMERS OBTAINING SERVICES THROUGH PUBLISHER’S MARKETING EFFORTS) IN ANY MANNER WHATSOEVER ARISING FROM PUBLISHER’S PARTICIPATION IN THE PROGRAM. THE MAXIMUM AGGREGATE LIABILITY OF Integrate CPA Network™ AND THE COVERED PARTIES TO PUBLISHER AND/OR ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE AMOUNTS PUBLISHER HAS RECEIVED THROUGH THE PROGRAM.
14. Confidentiality
14.1 For purposes of this Agreement, the term “Confidential Information” shall mean any non-public information of Integrate CPA Network™ that Integrate CPA Network™ designates as being confidential or which, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential. Publisher shall maintain the confidentiality of Confidential Information and refrain from disclosing any Confidential Information to any other party at anytime, even after termination of this Agreement. Publisher will not use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of, this Agreement. Publisher agrees to use its best efforts to protect Confidential Information.
15. Force Majeure
15.1 Publisher agrees that Integrate CPA Network™ will not be liable, or be considered to be in breach of this Agreement, on account of our delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond our reasonable control and that we are unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”).
16. Miscellaneous.
16.1 This Agreement shall be treated as though it were executed and performed in Richmond, California and shall
be governed by and construed
in accordance with the laws
of the State of California
(without regard to conflict
of law principles). Should a
dispute arise concerning the
terms and conditions of this
Agreement, a Customer
Campaign and/or Deal or the
breach of same by either
party hereto, the parties
agree to submit their
dispute for resolution by
arbitration before the
American Arbitration
Association in Richmond,
California, in accordance with
the then current Commercial
Arbitration Rules of the
American Arbitration
Association. The arbitration
shall be conducted by a
single arbitrator that shall
be chosen from a panel of
arbitrators knowledgeable in
the relevant law. The
decision and award of the
arbitrator shall be final
and binding, and the award
so rendered may be entered
in any court having
jurisdiction thereof.
16.2 During the term of this Agreement and for a period of one (1) year thereafter, Publisher may not supply marketing and/or promotional services to any Customer directly or through another affiliate program.
16.3 Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
16.4 Publisher agrees that any unauthorized and/or unlawful use of the Program would result in irreparable injury to Integrate CPA Network™ for which money damages would be inadequate. In such event, Integrate CPA Network™ shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Publisher without the need to post a bond. Nothing contained in this Agreement shall be construed to limit any legal remedies available to Integrate CPA Network™.
16.5 Integrate CPA Network™ and Publisher are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Publisher has no authority to make or accept any offers or representations on behalf of Integrate CPA Network™. Publisher is prohibited from making any statement, whether on the Publisher Website or otherwise, that could possibly contradict anything in this Section 14.4.
16.6 To the extent that anything in or associated with the Program Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Notwithstanding the foregoing, any Campaign Terms and/or Deal Terms shall be binding if they conflict with the Program Website and/or this Agreement.
16.7 Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
16.8 Any attempt by any individual, whether or not an Publisher, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Program, is a violation of both criminal and civil law and Integrate CPA Network™ will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.
16.9 This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and the successors and assigns of Integrate CPA Network™. Publisher is not permitted to transfer any rights and obligations pursuant to this Agreement. Any attempt to do so will result in the immediate termination of this Agreement.
17. Contacts
Notice. All notices, requests, demands, and other communications to Integrate CPA Network relating to this Agreement shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier, or delivered personally, to the following address (or other address specified by like notice):
| If to Company: |
Integrate CPA Affiliate Network, Inc |
|
5636 Vista Dr Street |
|
Richmond City, CA 94806 |
|
Phone: 510-435-2878 |
If to Publisher, to the
address set forth in the
Affiliate Application.
|
|
|
