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General

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Additional Information

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Terms and Conditions

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CpaRoll Terms *
TERMS AND CONDITIONS OF PUBLISHER AGREEMENT

1. General: Cparoll agrees to accept and pay for, and Publisher agrees to provide, the services identified and set forth in the Agreement (“Services”).  In connection with the Services, Publisher shall undertake marketing campaigns with Cparoll (each a “Campaign”) whereby Publisher will distribute Cparoll’s proprietary advertising materials including, without limitation, banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mails, graphic files and other similar online media (collectively, “Advertiser Creative”) and/or, where and if applicable and permitted in the IO, creative created by Publisher (“Publisher Creative”, together with Cparoll Creative, “Creative”).  In connection with the Campaigns, Publisher shall generate valid clicks, impressions (“CPM”), sales/leads/applications/registrations/installations/actions (collectively, “Leads”) or such other compensable activities for Cparoll, as set forth in the IO (collectively, “Actions”).  Cparoll shall develop all aspects of the Advertiser Creative, other than where the parties agree that Publisher shall assist in the development of Creative, as indicated in the IO.  

2. Payment:  Cparoll shall pay Publisher within thirty (30) days from the end of the calendar month for which a Campaign last ran.  All revenue and Actions reporting will be made available by Cparoll on a real-time basis. The parties agree that all billable Actions will be based solely by Cparoll’s Everflow portal, which will provide real-time basis reporting. Any discrepancies in billable Actions must be raised by Publisher within five (5) business days of the day in which the original discrepancy occurred. Where the billable Action is a Conversion, the Conversion must pertain to an individual person that: (i) is non-incentivized (ii) is not generated through a fraudulent method and (iii) has submitted legit information, or performed Billable Action that meets all of Cparoll’s criteria/required data fields. With respect to any invoice paid or to be paid by Cparoll, Cparoll may charge back and/or request a refund for any Action that is later found to be non-billable under the Terms of this Agreement and/or the applicable IO.  

3. Representations and Warranties:	Each party hereby represents and warrants to the other that: (a) its performance under this Agreement will not invade or otherwise violate the right of privacy or publicity of any third person; (b) its materials and process do not: (i) contain any libelous, obscene, indecent or otherwise unlawful material; (ii) otherwise infringe the rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, or other intellectual proprietary or 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; or (iii) violate any state or federal law or regulation; (c) it has the right to enter into and fully perform the services contemplated by this Agreement; (d) as of the date hereof, there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (e) at all times while this Agreement remains in effect, it shall comply with all applicable laws and regulations, including, without limitation, the CAN-SPAM Act and the California Consumer Protection Act (“CCPA”). Publisher shall give Cparoll written notice of any requests as required under the CCPA or other applicable data privacy laws that Publisher may receive directly from individuals that pertain to the Conversions as provided to Cparoll by Publisher under this Agreement.

In furtherance of the foregoing, in the event that Publisher sends Creatives provided by Cparoll, or pre-approved by Cparoll, via SMS or text message (in either event, “SMS”), Publisher hereby represents and warrants that: (a) Publisher shall only SMS consumers who have provided prior express written consent to be contacted by Publisher as required by Applicable Laws (and any changes to the same) or regulation (including, but not limited to, Telephone Consumer Protection Act (“TCPA”), 42 USC 227 and 47 CFR 64.200 and Do Not Call List requirements or any other Comsumer Protection laws); (b) the SMS consent language utilized by Publisher at the point of opt-in is compliant with Consumer Protection laws; (c) Publisher shall only send Creatives which have been provided by Cparoll or pre-approved by Cparoll; (d) SMS will only be delivered by Publisher and will not be delivered by any sub-publisher, contractor, or other third-party, unless specifically permitted by Cparoll in this Agreement or a separate and specific written agreement or acknowledgment; and (e) Publisher shall utilize Trusted Form, Jornaya or a similar independent consent verification service for evidence of an individual’s prior express written consent.   Publisher shall retain the records of each consumer’s “express written consent” for a minimum of six (6) years, and will provide copies to Cparoll within one (1) business day of receipt of Cparoll’s request. 

4. Indemnification: Cparoll shall indemnify, defend and hold harmless Publisher and its officers, directors, employees, representatives, agents, subsidiaries and publishers, from and against any and all claims, actions, liabilities, losses, expenses, damages and costs of any kind (including reasonable attorneys' fees and costs) that may at any time be incurred by any of them by reason of any claims, suits, administrative proceedings or criminal investigations arising from or related to Cparoll’s violation of any applicable Laws, breach of the Agreement and/or breach of any representation or warranty contained herein.  Publisher shall indemnify, defend, and hold harmless Cparoll and its officers, directors, employees, representatives, agents, subsidiaries and clients, from and against any and all claims, actions, liabilities, losses, expenses, damages and costs of any kind (including reasonable attorneys' fees and costs) that may at any time be incurred by any of them by reason of any claims, suits, administrative proceedings or criminal investigations arising from or related to: (a) Publisher’s violation of any applicable Laws, breach of the Agreement and/or breach of any representation or warranty contained herein and (b) a breach of any consumer’s Personally Identifiable Information pertaining to Leads provided to Cparoll by Publisher under this Agreement that results from the Publisher’s failure to implement and maintain adequate data security safeguards. 

5. Advertising Creative; Suppression List – Publisher must publish Cparoll offers in the same format including text as provided to Publisher; any alterations to the Cparoll offers by Publisher requires Cparoll’s prior written consent.  Cparoll maintains a suppression list that includes the email addresses of all users who have activated Cparoll’s unsubscribe link or otherwise opted out of receiving Cparoll Ads.  Cparoll will supply the suppression list to Publisher who will integrate it into any mailing campaign so that it will not send unsolicited email to those on the suppression list.


6. NO WARRANTY.  EXCEPT FOR THE EXPRESS WARRANTIES THAT ARE MADE IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.  Cparoll EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF Cparoll’S ADVERTISER CREATIVE.

7. Limitation of Liability . WITH THE EXCEPTION OF INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Cparoll’S AGGREGATE LIABILITY UNDER THE AGREEMENT FOR ANY CLAIM IS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY Cparoll TO PUBLISHER HEREUNDER. PUBLISHER ACKNOWLEDGES THAT Cparoll HAS ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 

8. Confidentiality. The terms of this Agreement and any information (written, verbal or otherwise) provided by the parties hereunder shall be deemed to be “Confidential Information.” Without limiting the generality of the foregoing, Confidential Information shall include: any business, technical or financial information, software, trade secrets, methodologies, techniques, affiliate contact lists, vendor contact lists, pricing, sales information, forecasts, and any proprietary or confidential information of any third party. Neither party shall at any time disclose any terms of this Agreement, nor any Confidential Information shared pursuant hereto, to any third party except to the professional advisors of either party or as may be required by applicable law, during the term of this Agreement, and for a period of one (1) year thereafter. The foregoing confidentiality provisions shall not apply where the receiving party can demonstrate that the information: (i) was previously known to the receiving party at the time of disclosure, free of any obligation to keep it confidential; (ii) became publicly known through no wrongful act of the receiving party; (iii) was rightfully received from a third party lawfully in possession of such information and who was not bound under any confidentiality provisions; or (iv) was disclosed pursuant to judicial order, requirement or request of a governmental agency or by operation of law. The parties agree that monetary damages for breach of this Section 9 may not be adequate and that the non-breaching party shall be further entitled to injunctive relief without the requirement to post a bond.

9. Termination: Cparoll or Publisher may terminate the Agreement at any time upon forty-eight (48) hours’ prior written notice to the other party. In the event of a material breach by Publisher, Cparoll may terminate the Agreement immediately without notice or cure period, and without liability from Cparoll to Publisher.   Any proper termination of the Agreement shall not relieve Cparoll of its payment obligations for amounts due prior to such termination date. 

10. Miscellaneous: The IO, together with these Terms, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof.  The Agreement may be amended only by a written agreement executed by an authorized representative of each party.  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.  The Agreement may be executed in two (2) counterparts, each of which shall be an original and both of which shall together constitute one Agreement.  Facsimile and digital signatures shall be acceptable as originals and binding on the parties.  Each party executing the Agreement agrees that it has fully participated in the drafting of the Agreement and that no party shall be deemed to be the drafting party of the Agreement.  Section headings used herein are for convenience only, are not part of the Agreement, and shall not be used in construing the Agreement. Each party may not assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of the other party, and any attempts to do so shall be null and void.  If any portion of the Agreement is found unenforceable for any reason, the remainder will remain in full force and effect.  No waiver by either party shall operate as a waiver of any other provision or any subsequent default.
I agree to CpaRoll's Terms of Service