ExclusiveCPA LLC Terms and Conditions of CPA Advertising Agreement
APPLICABILITY OF THESE TERMS AND CONDITIONS: THESE TERMS AND CONDITIONS SHALL GOVERN THE RELATIONSHIP BETWEEN THE PUBLISHER AND THE ADVERTISER FOR ALL OF THE CAMPAIGNS LISTED ON THE INSERTION ORDER AND SHALL ALSO APPLY TO ANY ADVERTISING CAMPAIGNS ENTERED INTO BETWEEN THE PUBLISHER AND THE ADVERTISER AFTER THE DATE OF THE EXECUTION OF THE INSERTION ORDER UNLESS A NEW INSERTION ORDER INCORPORATING NEW TERMS AND CONDTIONS IS EXECUTED BETWEEN THE PUBLISHER AND THE ADVERTISER. FOR EXAMPLE, IF, IN THE MONTH FOLLOWING THE MONTH IN WHICH THESE TERMS AND CONDITIONS ARE EXECUTED, THE ADVERTISER AND THE PUBLISHER HAVE EMAILS (OR AN IM CONVERSATION OR ANY OTHER WRITTEN COMMUNICATION) BETWEEN THEM WHERE THE ADVERTISER REQUESTS THAT THE SAME CAMPAIGNS LISTED IN THE ORIGINAL INSERTION ORDER BE RUN AGAIN, OR WHERE THE ADVERTISER ESTABLISHES NEW CAMPAIGNS AND THE PARTIES EITHER INTENTIONALLY OR UNINTENTIONALLY FAIL TO SIGN A BRAND NEW INSERTION ORDER FOR THE NEW CAMPAIGNS ESTABLISHED IN THE WRITTEN COMMUNICATIONS, THEN THESE TERMS AND CONDITIONS SET FORTH IN PARAGRAPHS 1 THROUGH 18 BELOW SHALL SERVE AS THE CONTRACTUAL TERMS GOVERNING SAID FUTURE CAMPAIGNS.

1. Introduction: This Agreement contains the terms and conditions that apply to participation as an affiliate in the ExclusiveCPA, LLC network. A person must be 18 years or older to enter into this publisher agreement. This constitutes the entire agreement between the parties and supersedes all prior agreements whether written or oral.

2. Definitions: As used in this Agreement, the following terms shall have these meanings:
Advertiser: Entity purchasing online advertising space.
Publisher: The entity selling online advertising deals, including syndication of Ads by publisher to other third parties, webmasters, and web publishers.
Ad Network: ExclusiveCPA network of affiliate sites, an ExclusiveCPA LLC property.
Advertisement: Digital creative which can be in the form of banners, text, a series of ads, landing pages, and Advertiser websites.
Action: A permission-based registration or opt-in to receive more information or purchase goods from The Advertiser.
User: The consumer who opts-in, registers, visits websites, or sees any Advertisement material.
Agreement: All actions, regulations, and stipulations as provided in this signed legal document.

3. Basic rules: The Publisher agrees to act responsibly in a manner demonstrating the exercise of good judgment. The Publisher will forfeit its entire commission for violation of any of the following points and its account will be terminated. The Publisher agrees not to, including and without limitation: (A) Violate any applicable law or regulation. (B) Infringe the rights of any third party, including, without limitation, intellectual property, privacy, publicity or contractual rights. (C) Have objectionable content on sites including and without limitation to racial, hate-mongering or illegal substances. (D) Use the information available through ExclusiveCPA LLC services for any unauthorized purpose. (E) Use ExclusiveCPA LLC services in connection with the distribution of unsolicited commercial email ("Spam") or advertisements. Publisher is solely responsible for any legal liability arising out of or relating to The Publisher's Web properties, any material to which users can link through The Publisher's website(s) or any consumer complaint arising out of any e-mail campaign conducted by Publisher, including but not limited to, any SPAM or fraud complaint or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.

4. Advertisement Incentive and Examples: The Publisher must not offer any incentives to any ExclusiveCPA LLC campaigns. Examples of direct incentives include but are not limited to: (A) Placing ad copy to give rewards for filling out specific advertisement deals. (B) Have questionable or misleading content and incentive the User into signing up for specific Advertisement deals. (C) Modify the Advertisement deal in a way which has not been pre-approved with ExclusiveCPA LLC in writing. Any concerns or pre-approval of Advertisement set-up should be conducted through the dedicated account manager.

5. Payment Terms: The parties understand and agree that payment will be made by ExclusiveCPA LLC to Publisher within thirty (30) days from the end of each month, for all amounts due to Publisher for which ExclusiveCPA LLC has received payment from Advertiser. If the 30th falls on a weekend, all payments will be remitted the following business day. All billing will be based on ExclusiveCPA LLCís calculations as provided by its tracking technologies. Invoices must be received by ExclusiveCPA LLC within 180 days after the commencement of the activity to which such invoices relate. ExclusiveCPA LLC will not be held responsible for invoices received past such date. Invoices must be emailed to info@exclusivecpa.com or mailed to the address below. In the event ExclusiveCPA LLC has not received payment in full from the advertiser for amounts owed under an applicable invoice, ExclusiveCPA LLC shall have no liability to client for amounts owed or owing under such invoice. Publisher agrees to hold advertiser solely liable for any and all such amounts.

6. Mutual Cancellation: Either party has the option of cancellation without prior notice. Publisher Provisions of the Agreement shall survive termination or expiration of the Agreement. ExclusiveCPA LLC will not be obligated for payments for leads that are delivered after cancellation.

7. Publisher privacy policy: The Publisher represents and warrants that they have the right to collect and transfer to ExclusiveCPA LLC a Userís personal information as set by The Publisherís privacy policy and does not violate any State or Federal law.

8. Licensing: At the agreed pay-out price and provided that The Publisher complies with all provisions of this Agreement, ExclusiveCPA LLC hereby grants to The Publisher a nonexclusive, limited, revocable license to market, display, perform, copy, transmit, and promote the Advertisement in connection with its obligations hereunder; and market, display, perform, copy, transmit, and promote the Advertisement to third parties in connection with its obligations hereunder.

9. Leads Exclusivity and Ownership: All Actions which result in leads or sales on Advertisements is the sole property of ExclusiveCPA LLC and The Publisher is prohibited from reselling leads or remarketing to specific Users based upon Users showing interest or Actions on specific Advertisements.

10. Limitation of Liability: EXCEPT AS EXPRESSLY PROVIDED BELOW WITH RESPECT TO INDEMNIFICATION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. COMPANY SHALL NOT IN ANY EVENT BE LIABLE TO PUBLISHER FOR MORE THAN THE AMOUNT PAID TO PUBLISHER HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.

11. Indemnification: Each Party shall defend, indemnify, and hold the other Party and its officers, directors, agents, affiliates, distributors, franchisees, and employees harmless from and against any and all third party claims, losses, damages, actions, liabilities, expenses, or costs (including, without limitation, reasonable attorney's fees) arising out of any claim, demand, action, suit, investigation, arbitration, or other proceeding by a third party out of the indemnifying Party's material breach of any duty, representation, or warranty under the Agreement. Neither party shall be liable for, or considered in breach of or default under The Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such Party's reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of Company to provide Advertisement(s) for placement on Publisher's Web site(s)); provided that the non-performing Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party.

12. Arbitration: All disputes arising out of or relating to these Terms or The Publisherís use of ExclusiveCPA LLC Service will be exclusively resolved under binding arbitration held in Outagamie County, Wisconsin before and in accordance with the Rules of the American Arbitration Association, except that ExclusiveCPA LLC will have the right to seek injunctive or other equitable relief in state or federal court located in Outagamie County, Wisconsin to enforce these terms or prevent an infringement of a third partyís rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.

13. Wavier: The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of The Agreement or to exercise any right under The Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.

14. Severability: In the event that any provision of The Agreement conflicts with the law under which The Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to The Agreement, such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and the remaining terms, provisions, covenants, and restrictions of The Agreement will remain in full force and effect.

15. Reassignment: Campaign may not be reassigned or resold by the Publisher without written permission of Advertiser.

16. Laws: The Publisher and its affiliates, agents, employees, representatives, independent contractors, subcontractors, contractors, etc., represent and agree that all of them shall comply, in all material respects, with all applicable local, state and federal laws, ordinances, rules and regulations (including, but not limited to, the CAN-SPAM Act and privacy, gambling, lottery, game promotions, contests, sweepstakes, giveaways and prizes). The Agreement shall be treated as though it were executed and performed in Outagamie county, Wisconsin and shall be governed by and construed in accordance with the laws of the State of Wisconsin (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of the Agreement or the breach of same by any party hereto, the parties agree to submit their dispute for resolution by arbitration before the courts of Outagamie county, Wisconsin.

17. Confidentiality: This agreement is confidential. The relationship between Publisher and Advertiser is confidential. The information created for, created by and/or released between the parties in connection with the execution of this Agreement by either party is confidential. Both Publisher and Advertiser agree to keep all of this confidential information between themselves and further agree not to disclose it to any third party. Any information disclosed to a third party without the Advertiserís consent will result in termination of this Agreement.

18. Terms: These terms were last modified October 20th, 2009.