Pursuant to this Agreement, CPALeo ("CPALeo, CPALeo Media, Site, Network, CPALeo.com) and Publisher shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers"). This includes the serving, tracking and reporting of each Campaign made available on the CPALeo Affiliate Network (the "Network") to Publisher and Publisher Websites ("Websites").
Membership in CPALeo is subject to prior approval of CPALeo.com. CPALeo reserves the right to deny service to any new or existing Publisher, in its sole discretion, with or without cause. CPALeo reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted. Publishers may not apply for multiple accounts.
Publisher must receive approval for each website or media outlet used in conjunction with CPALeo tools and campaigns.
Publisher, all websites, affiliated websites, and e-mail distribution lists (collectively the "Media") must meet the following criteria at ALL times:
Publisher represents and warrants that:
CPALeo shall pay any amounts due to the publisher on or about the 30th of every month for the revenue generated between the 1st to 31st of each previous month. CPALeo reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies, poor click-quality and the like. CPALeo shall compile, calculate and electronically deliver data required to determine Publishers billing and compensation. CPALeo will issue to Publisher any positive balance in Publisher's Account for Transactions reported for the previous relevant period. CPALeo shall have no obligation to make payment of any Commissions for which CPALeo has not received payment from the relevant Merchant of all monies due to CPALeo (including for all Commissions owed by such Merchant to all of such Merchant's Publishers) until such payment has been received.
CPALeo determines the actual payments to your account. Any concerns or questions regarding your payout need to be submitted to CPALeo in writing within (3) business days of your receiving the payment that is in question. If no question is raised within (3) business days then your payout will be considered fair and accurate by you the Publisher.
All amounts will be paid in US dollars. No payments will be issued for any amounts less than the "Payment Threshold". All such amounts below the Payment Threshold shall be aggregated and paid when the Payment Threshold has been met. Lead Earnings and Referral Earnings both have separate, independent Payment Thresholds of $35 US Dollars and $5 US Dollars respectively.
CPALeo will not pay for any Events that occur before a Program is initiated, or after a program terminates. Invoices submitted to CPALeo and payments made to Publisher shall be based on the Events as reported by CPALeo. CPALeo will not be responsible to compensate Publisher for Events that are not recorded due to Publisher's error or for nonpayment by the Advertiser. CPALeo may require a Publisher to provide a W-9, and similar such information, as a condition to payment. CPALeo also reserves the right to deduct commission from any future payments for leads reversed/charged back after they were paid in a previous payment.
Commissions & earnings generated through CPALeo may be subject to tax liability. Any tax reporting or tax liability from CPALeo earnings is the sole responsibility of the Publisher. Publishers that submit tax details to CPALeo authorize that their tax details may be shared with IRS authorized e-file providers to file tax forms such as form 1099.
Registration & Account Details
Publisher agrees to submit valid information to CPALeo.com at all times. This includes Account Registration, Account Updates, Electronic Tax Form Filing, Website Listings, and other areas where publisher details are collected. If information such as full name, address, websites listed, etc, are determined to be false or in question, CPALeo may suspend the respective Publisher and freeze all earnings due. Please notify us of changes to your address or phone number.
Intellectual Property & Reverse Engineering
Publisher, or any user of the site, may NOT reverse engineer or decompile (whether in whole or in part) any software used in the Site and/or the Services (except to the extent expressly permitted by applicable law). You may NOT replicate any part of our platform including but not limited to CPALeo's content/product lockers, Publisher Platform, and other tools and services.
Publisher may optionally request that our support team access their server and/or website to solve technical issues. Publisher may also request technical recommendations and advice. CPALeo is not responsible for any damage that occurs as a result of these requests, advice, or implementations.
You may refer others to join CPALeo as a new Publisher, using a referral link found in the Tools section of your Publisher account. In order for a referred publisher to constitute as a valid referral the following must be true:
Validity of referrals is at the sole discretion of CPALeo, and a publisher account may be removed from your referral list at any time if we believe one of these guidelines has been broken. Publishers receive 3% commission on the payable lead earnings of your referrals. We reserve the right to alter this rate at any time. Commissions are paid on a net-30 schedule similar to our Lead Earnings payment schedule. You must meet the minimum Referral Earnings Payment Threshold of $5 US Dollars prior to payment.
Referrals must register using your unique referral link to our Publisher application page. Referrals cannot be credited to your account retroactively or manually. Referrals must also be in good standing at the time your referral commissions are paid, in order for you to earn valid commission on that referral.
When available, one-time promotions & monthly performance bonuses can be activated through the publisher promotion manager. Network level accounts are not eligible for promotion bonuses. Once the promotion is activated by the user, all leads generated within the specified time period will be tallied and awarded the respective bonus amount. CPALeo reserves the right to adjust or deny all bonuses due to fraud, calculation errors, or other matters deemed relevant by us.
Publisher agrees to indemnify and hold CPALeo, its Advertisers and their respective affiliates, employees, officers, agents, directors and representatives of "CPALeo Indemnified Parties" harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with CPALeo's use of the email list provided by Publisher (including, but not limited to alleged violations of the Can-Spam Act of 2003).
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. Double opt-in email lists are required for all email marketing drops. Any violation of the Can-Spam Act by Publisher will 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.
Publisher also agrees to load the latest Suppression List for Campaigns that make this file noticeably available on the Campaign Details page. Email promotion can only occur once an email list has been checked against the Suppression List. All matching emails in the Suppression List MUST be removed from the mailing.
CPALeo honors all legitimate DMCA take-down requests. Please submit your DCMA request to our physical address noted at the bottom of this page. Your request must include the following information:
Fraud and Quality Audits
CPALeo audits every Publisher's traffic on a daily basis. Publishers that produce or commit fraudulent activities, including false clicks, false impressions, and incentivized clicks (that have not been previously authorized in writing), will have their account permanently suspended from our network and will not be compensated for fraudulent traffic. If fraud is suspected or detected, Publisher's account will be made inactive pending further investigation. Publisher accounts are flagged that:
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 CPALeo or use of sites in co-registration campaigns that have not been approved by CPALeo), as determined solely by CPALeo, 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 CPALeo, 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, CPALeo reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher. CPALeo also retains the right to share relevant account information with third parties to verify or investigate fraudulent activity.
Campaign Ad and Tool Code
CPALeo ad codes must not be modified from original format without consent from CPALeo. Publisher cannot alter, copy, modify, take, sell, reuse, or divulge any CPALeo computer code, except as is necessary to partake in the CPALeo Network, provided, however, with the prior approval of CPALeo, a Publisher may, in certain instances, modify the CPALeo computer code for purposes of inserting certain pre-approved language above or below an advertisement served by CPALeo.com. Requests for language approval should be sent to Support@CPALeo.com or your CPALeo affiliate manger.
Each Program shall have its own criteria for determining the validity of a lead (the "Lead Requirements"), which shall be detailed in the section entitled "Campaign Details" included in the on-site offer summary and the offer-specific instructions emailed by an CPALeo Affiliate Manager. CPALeo shall only pay for net or billable leads ("Billable Leads"), which are determined by taking the gross leads from a Program and deducting Invalid Leads and Returned Leads. "Invalid Leads" are those leads that do not meet the Lead Requirements or CPALeo's general quality requirements. Examples include, but are not limited to, leads that are missing data, do not meet filter requirements, are incorrectly formatted or do not meet certain phone, email and CASS (postal address) validations. "Returned Leads" are those that have met the Lead Requirements, but are rejected due to inaccurate data or the inability to verify user information. Examples include, but are not limited to, leads for which the registrant is not at the phone number or address submitted, "unsubscribes" prior to being contacted, is on the "Do Not Call List", replies with "Did Not Request This Information" or the lead is a duplicate in the Advertiser's database. The CPALeo proprietary lead processing system is responsible for detecting and tracking Invalid Leads. The Advertiser is generally responsible for detecting and tracking Returned Leads. Billable Leads will generally be determined by the 25th of the subsequent month and will be displayed on the CPALeo site when available. Accordingly, any statistics regarding Billable Leads appearing on the Site during the month in which the Program is running are preliminary and are subject to adjustment as provided herein.
Lead Quality Requirements
CPALeo routinely audits leads to uphold our quality standards. We evaluate leads based on IP location and header details passed in transit during redirects through our tracking links. While we employ many automated fraud checks, some manual quality checks are required. CPALeo reserves the right to revoke or decline any lead for lack of quality.
Use of Leads
Publisher hereby acknowledges that the collection of the Leads is being done solely for the benefit of CPALeo or its Advertiser. Therefore, other than providing the Leads to CPALeo for delivery to the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in CPALeo or its Advertisers.
To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Publisher's account payment details through CPALeo.com's Publisher platform. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted from re-payment.
Third Party Publishers
CPALeo may terminate this agreement with publisher if a Third Party Publisher is engaging in fraudulent and/or prohibited conduct as is stated in this agreement. CPALeo may withhold all payments to publisher that are associated with the Fraudulent and/or prohibited conduct
Relationship of Parties
For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties.
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.
Publishers will at all times indemnify and hold harmless the CPALeo 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.
Limitation of Liability
CPALeo SHALL NOT HAVE ANY LIABILITY TO THE PUBLISHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT CPALEO'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.
Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's site will not infringe on any copyright, trademark or other proprietary right of any third party.
If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.
This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. CPALeo the right to modify these terms and conditions at its sole discretion. Publishers are entitled to review these terms and conditions periodically.
This Agreement will be governed by and construed under the laws of the State of Florida without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the federal or state courts located in the County of Dade, Florida, and Publisher irrevocably consents to the jurisdiction of such courts.
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.
In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither CPALeo nor Publisher shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the CPALeo website Publisher interface are explicitly bound by this Agreement.
Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with CPALeo or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of CPALeo.com. CPALeo shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of CPALeo and Publisher.
If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, CPALeo reserves the right to withhold payment and take appropriate legal action to cover its damages. Audit: CPALeo shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent no later then 3 days to CPALeo. CPALeo will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.
CPALeo under this agreement is entitled to recover all reasonable attorneys' fees and collection fees associated with this agreement due to any intentional wrong doing or breach of this agreement by you the publisher.
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.
Your electronic signature shall be deemed to be an original and shall be evidence of your agreement to accept all terms of this agreement between CPALeo and Publisher.
All notices to be sent to:
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If you have any questions regarding our Terms and Conditions please E-mail us Support@CPALeo.com.