Please read these terms of use carefully before using this website. Using
this website indicates that you accept these terms. If you do not agree to
these terms, you have no right from CPA eMarket to obtain information from
or otherwise use this website. Failure to use this website in accordance
with the following terms of use may subject you to severe civil and
criminal penalties.
1. Responsibilities
Publisher shall include codes provided by CPA eMarket to enable the display
of advertisement materials to visitors of Publisher's site. Publisher
shall not modify the codes or Intellectual Property, which is herein
licensed to Publisher. Publisher is solely responsible for the creation
and maintenance of its own web site and for all content that appears on
Publisher's web site. Publisher may not issue any press release or other
public statements regarding this Agreement without CPA eMarket's prior
written consent.
2. Application Process
You may apply to join the CPA eMarket Publisher Program by completing
the form insertions appearing on the account application page of the
CPA eMarket web site and then clicking the “Submit” button. By
clicking on the “Submit” button you acknowledge that you have read,
accepted and agreed to be bound by these Terms & Conditions, as they may
be modified from time to time by any Updated Conditions.
3. Term and Termination
3.1 Term. This Agreement shall begin on the Effective Date and remain in
effect for an initial term of one (1) year. Unless terminated by either
party upon ninety (90) days’ notice prior to the end of the initial term
or any renewal term, the Agreement shall automatically renew for successive
one (1) year terms.
3.2 This Agreement may be terminated at any time by a party, effective
immediately upon written notice, if the other party: (i) files a voluntary
petition in bankrupt, (ii) makes an assignment for the benefit of its
creditors, or (iii) breaches any of the material terms of this Agreement
which breach is not remedied within thirty (30) days from receipt of written
notice of such breach. Company may terminate this Agreement, or any Program
or Ads, effective upon written notice to Company, for any reason or no
reason. Publisher agrees that if instructed to do so by Company and/or if
this Agreement terminates, Publisher will immediately discontinue the use
of the Service and any Site Data.
3.3 In the event of termination of this Agreement: Sections 3, 4, 6, 9 through
13 shall survive.
4. Payment
CPA eMarket will pay you any Referral Fees earned monthly, provided that your
account is currently greater than $50. Accounts with less than $50 will
roll over to the next month, and will continue to roll over monthly until
$50 is reached. We reserve the right to charge back your account any previously
paid Qualified Actions that are later determined to have not met the requirements
to be a Qualified Action.
CPA eMarket does not guarantee payment to the Publisher if the Advertiser
does not pay CPA eMarket. In the event Advertiser does not make payments to
CPA eMarket, CPA eMarket assigns its rights to the Publisher to recover any unpaid
fees. You hereby release CPA eMarket from any claims for Referral Fees if CPA eMarket has not received such funds from the Advertisers.
5. Termination
CPA eMarket reserves the right to terminate any Affiliate's contract for any
reason whatsoever. Termination notice will be provided via e-mail and will
be effective immediately. All legitimate moneys due to Affiliate will be
paid during the next billing cycle. If Affiliate defrauds the system in anyway
or commits any fraudulent acts, then, as outlined above, CPA eMarket is not
liable to the Affiliate for any payments whether or not the Affiliate thinks
it has earned the payment through non-fraudulent means.
6. License
At the agreed to Campaign Terms and provided that Publisher complies with
all provisions of this Agreement, Company hereby grants to Publisher a
nonexclusive, limited, revocable, non-transferable license to (a) market,
display, perform, copy, transmit, and promote the Campaigns subject to the
terms of this Agreement and the Campaign Terms; and (b) use the CPA eMarket
site subject to the terms of this Agreement and the Campaign Terms. You
acknowledge and agree that You do not have, nor will claim any right, title
or interest in the CPA eMarket software, applications, data, methods of doing
business or any elements thereof. You may only access the CPA eMarket site
via web browser, email or in a manner approved by Company. Your use of the
CPA eMarket site or individual Campaigns in violation of this Agreement is
strictly forbidden and will result in immediate cancellation of the above
described limited license and may further result in Publisher being held
liable under applicable law.
7. Spamming
Publisher warrants that it will not send any commercial email to any person
who has requested not to receive email from the Publisher and/or Advertiser
and that they are in full compliance with the Can-Spam Act. Publisher also
understands that upon doing so it automatically forfeits the right and claim
to any revenue generated for its account, and Publisher's account will be
immediately terminated. Publisher further agrees that all of Publisher's
business will be in compliance with all local, State, and Federal anti-spam
policies and all other applicable laws.
8. Reselling Data/Campaigns
Publisher agrees not to broker or resell any campaigns or creative materials
from CPA eMarket's Advertisers, or Agencies to any other party without express
written permission from CPA eMarket. Publisher also understands that upon
doing so, it automatically forfeits the right and claim to any revenue generated
for its account, and its account will be immediately terminated. Breach of
this provision will cause Publisher and its web property to be liable for
all damages related to such breach.
9.Disclaimers
ALL GOODS AND SERVICES OFFERED BY CPA eMarket ARE PROVIDED ON AN "AS IS" BASIS.
CPA EMARKET DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESSED, IMPLIED, OR
STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS
OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
CPA EMARKET WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY, ONLINE AND PAYMENT
DATES, BUT MAKES NO GUARANTEE AND WILL NOT BE HELD LIABLE FOR FAILURE TO
MEET SAID DATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CPA EMARKET
MAKES NO WARRANTIES WITH RESPECT TO ITS SERVICES.
10. Liability Limitation
CPA EMARKET WILL IN NO EVENT BE LIABLE TO PUBLISHER FOR (I) INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY'S PERFORMANCE
OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT OR THE PROVISION
OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES),
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
BUSINESS, OR (II) ANY AMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY CPA EMARKET
TO PUBLISHER DURING THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
THE CONTRARY, THIS SECTION SHALL NOT LIMIT PUBLISHER'S LIABILITY TO CPA EMARKET
FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS,
OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.
11. Confidentiality
Each party acknowledges that it will not disclose the confidential information
of the other party, except to its employees and professional advisors and
except as required by law.
12. Assignment
Company may assign this Agreement to a subsidiary or business successor.
You may not assign this Agreement without the prior written consent of Company,
which shall not be unreasonably withheld. This Agreement shall be construed
and governed by the law of the state of Utah. You expressly consent to the
exclusive venue and personal jurisdiction of the state and federal courts
located in Utah County, Utah for any actions arising from or relating to
this Agreement.
13. Severability
If any provision of this Agreement shall be held by a court of competent jurisdiction
to be contrary to law, such provision shall be changed and interpreted so
as to best accomplish the objectives of the original provision to the fullest
extent allowed by law and the remaining provisions of this Agreement shall remain in
full force and effect.
14. Force Majeure.
Neither Party shall be liable to the other by reason of failure or delay in
the performance of its obligations hereunder on account of Acts of God, fires,
storms, war, governmental action, labor conditions, earthquakes, natural disasters,
interruption in internet service or any other cause which is beyond the reasonable
control of such Party.
15. Indemnification:
Publishers will at all times indemnify and hold harmless the CPA eMarket Indemnified
Parties from and against any and all Losses arising out of any arising out
of the Publisher's breach of any representation, warranty or obligation hereunder,
or any alleged breach of any representation, warranty or obligation to any
other party.
16. Non-Waiver
All terms or covenants of this Agreement may only be waived in writing by
written instrument executed by the party waiving compliance. The failure of
either party at any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce the
same. No waiver by either party of the breach of any term or covenant contained
in this Agreement, whether by conduct or otherwise, in anyone or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such breach or a waiver of the breach of any other term or covenant contained
in this Agreement.
17. Miscellaneous
The Site can be accessed from different locations around the world and may
contain references to CoProsper services, and programs that have not been
announced where you are located. These references do not imply that CPA eMarket
intends to announce such products, services or programs where you are located.
CPA eMarket may revise these Terms at any time by updating this posting.
You should visit this page from time to time to review the current Terms as
they are binding on you. Certain provisions of these Terms may be superseded
by expressly designated legal notices or terms located on particular pages
at this Site.
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