AMENDED AND RESTATED TERMS AND CONDITIONS APPLICABLE TO AFFILIATES AND NETWORKS PROMOTING CPADYNAMICS.COM PRODUCTS AND SERVICES These terms and conditions amend and restate any prior terms and conditions and are effective as of January 1, 2007 ("Effective Date"). CPAdynamics.com actively monitors traffic for fraudulent activities. If we detect any fraudulent activities, your account will be made inactive pending further investigation.
1. All companies or individuals need official approval from CPAdynamics.com. ("The CPAdynamics.com Network ") http://www.CPAdynamics.com before they can become an affiliate ("Affiliate") or network ("Network") that promotes CPAdynamics.com products and services. Affiliate or Network is also referred to herein as "You" or "Your." Only companies or individuals that have been reviewed and approved are permitted to become an Affiliate or Network and use CPAdynamics.com programs. CPAdynamics.com reserves the right to withhold or refuse approval of any company or individual for any reason, whatsoever.
2. In order to be eligible for Affiliate or Network approval, all websites and newsletters of the Affiliate or Network must meet the following criteria: 1. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of CPAdynamics.com advertisers 2. Be written in English and contain only English language content 3. Receive a minimum of 1,000 unique page views per month 4. Have a top-level domain name 5. Be fully functional at all levels; no "under construction" sites or sections 6. Must not use process pop-ups and exit pop-ups
3. The content of the website and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to: 1. Explicit, vulgar or obscene language 2. Posting or referencing of sexually explicit images or other offensive content 3. Promotion of adult services, such as phone sex or escort services
4. The content of the website and/or newsletter cannot infringe on any personal, intellectual property or copyrights, including, but not limited to: 1. Racial, ethnic, political, hate-mongering or otherwise objectionable content 2. Investment, money-making opportunities or advice not permitted under applicable laws 3. Gratuitous violence or profanity 4. Material that defames, abuses, or threatens physical harm to others or to you 5. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc. 6. Software Pirating (e.g., Warez, Hotline) 7. Hacking or Phreaking. 8. Any illegal activity whatsoever 9. Any questionable or controversial subject matter 10. Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic
5. For all e-mails that You send in promoting CPAdynamics.com or its advertisers, You shall comply with all applicable Federal, State and local laws and regulations, including the CAN SPAM ACT, and shall download and run CPAdynamics.com unsubscribe list (suppression List) before each and every mailing to ensure that no e-mail is ever sent to any e-mail address on such list. If You fail to download and run the unsubscribe list prior to each mailing and You send any e-mail to an address on that list or You fail to comply with any applicable laws and regulations (including the CAN SPAM ACT), in addition to all other rights and remedies hereunder and pursuant to applicable law, CPAdynamics.com can immediately terminate Your status as an Affiliate or Network upon notice to You, in which case you shall forfeit all accrued commissions and other amounts owed to You hereunder.
6. You cannot place our advertisements into your framed environment, unless approved by CPAdynamics.com in writing.
7. Unless expressly approved in writing by CPAdynamics.com, You shall not provide compensation, benefits, or incentives of any kind whatsoever, including, but not limited to, points, cash, contest entries, or rewards, to encourage a user to click on an advertisement or to complete a form.
8. From time to time, CPAdynamics.com may adopt additional policies or guidelines for its programs, which will be made available online for review by You. You agree to comply with any such additional policies or guidelines upon receiving notice from CPAdynamics.com that additional policies or guidelines have been adopted.
9. If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by CPAdynamics.com, such as pre-population of forms or other mechanisms not approved by CPAdynamics.com), you will forfeit your entire commission for all programs and your account will be terminated. CPAdynamics.com reserves sole judgment in determining fraud, and you agree to this clause.
10. It is the OBLIGATION of the Affiliate to prove to CPAdynamics.com that they are NOT committing fraud. CPAdynamics.com will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that: 1. Have click-through rates that are much higher than industry averages and where solid justification is not evident 2. Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported 3. Have shown fraudulent leads as determined by our clients 4. Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs
11. These terms and conditions, when accepted by You either by clicking agree or by rendering any services to CPAdynamics.com following the Effective Date set forth above, constitutes an agreement between CPAdynamics.com and You. The commission payment that is generated to the Affiliate or Network varies per registered subscriber to the programs offered and/or per clicks and will be set forth in the particular program description. You agree to the commission for each program by downloading the creative that will be used in that program or otherwise participating in a program. This commission payment is made approximately 30 days after the end of the month. Commission payment totals must exceed $50.00, otherwise this payment will not be made until the $50.00 minimum is reached. International Affiliates (outside of the United States) agree to a minimum $50.00 to be reached.
12. Affiliate agrees not to carry objectionable materials, as determined by CPAdynamics.com, on their website. Affiliate will only run approved banners and text in their advertising of CPAdynamics.com programs and will not create their own banners or advertising text, unless expressly approved in writing from CPAdynamics.com. Violation of this provision results in forfeiture of your commissions, in addition to all other rights and remedies of CPAdynamics.com hereunder and pursuant to applicable law.
13. Editing of the program images or copy from CPAdynamics.com or its advertisers is strictly prohibited. You agree to only use approved banners and text to link to sign-up pages from CPAdynamics.com or its advertisers. You shall not mislead people to make it seem that they are signing up for an offer that is offered by the Affiliate or Network site. You can only use banners and approved text, any other use of link and sign-up processes will result in the loss of all sign ups/leads and commissions that you have accrued.
14. CPAdynamics.com reserves the right to terminate any Affiliate's contract for any reason whatsoever or no reason. Termination notice will be provided via e-mail and will be effective immediately. All moneys due to Affiliate will be paid during the next billing cycle, unless the termination was due to a default by Affiliate . If Affiliate defrauds the system, then payment will be forfeited as determined solely by CPAdynamics.com.
15. You guarantee that all content, products, and services on your website are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
16. You irrevocably covenant, promise and agree to indemnify CPAdynamics.com and to hold harmless from and against any and all losses, claims, expenses, suits, damages, costs, expenses, demands or liabilities, including reasonable attorney fees, arising out of or related to: (i) any breach of Your representations, warranties or agreements contained herein, (ii) any services rendered by You to CPAdynamics.com hereunder and otherwise, and (iii) copyright, slander, libel, or trademark violations related to Your web pages and other documents and writings created in connection with rendering services hereunder.
17. If You violate any of the terms and conditions herein, or You commit fraudulent activity against CPAdynamics.com or its advertisers, CPAdynamics.com in addition to all other rights and remedies hereunder and pursuant to applicable law, has the right to withhold all payments due hereunder and take all other appropriate legal action to recover all of its damages.
18. CPAdynamics.com reserves the right to change any terms or conditions herein at any time. Change notices are sent to You by email, and You are responsible for complying with any changes within 10 calendar days from the date of change. If you do not agree to the changes, your only remedy is to terminate this contract by notice in writing to CPAdynamics.com. If you do not terminate within those 10 calendar days, You shall be deemed to have accepted the changes.
19. CPADYNAMICS.COM PROVIDES ITS SITES AND THE SITES OF ITS ADVERTISERS AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS ADVERTISERS AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD OR PROGRAM. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD OR PROGRAM, CPADYNAMICS.COM SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. CPADYNAMICS.COM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
20. IN NO EVENT SHALL CPADYNAMICS.COM BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF CPADYNAMICS.COM WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL CPADYNAMICS.COM BE LIABLE TO YOU OR ANY THIRD PARTIES FOR AN AMOUNT OF DAMAGES GREATER THAN $200.
21. You agree to settle any dispute under this agreement under the laws of the State of Oklahoma. Any litigation arising under this Agreement will be brought in the federal or state courts located in Oklahoma City, Oklahoma.
22. If any claim or legal action is asserted by an advertiser, agency, client, person, or entity against CPAdynamics.com based on Your actions or breach of these terms and conditions, You agree and consent that CPAdynamics.com may disclose Your identity to such party asserting the claim or action. You also agree that CPAdynamics.com is not liable for Your actions or breach of these terms or conditions, and You will bear all costs (legal or otherwise) that CPAdynamics.com incurs in connection with such claim or action.
23. If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.
24. If an individual, You must be 18 years or older to sign up as a CPAdynamics.com Affiliate. Your traffic must come from relevant countries to the campaigns. We monitor IP source and will remove credit for non-country relevant traffic. This means English related campaigns must be delivered to English speaking countries. USA based campaigns must be delivered to USA based citizens, and so forth. (i.e Clicks coming from China for USA based campaigns may not result in credit).
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