Affiliate Terms and Conditions Agreement

LAST UPDATED: February 6, 2007

The following terms and conditions constitute the blinding legal agreement (the "Agreement") between CPAHUNTER.COM INC. (the "Company") and you ("You, "Your", "Affiliate"), the user of the CPAHUNTER.COM website (the "Site") and the CPAHUNTER.COM advertising network service (the "Service"). You and Company may also be individually referred to herein as a "Party" and collectively as "Parties." If you agree to accept this Agreement, it applies and governs Your relationship with the Company in all matters including, without any limitation, as an Affiliate of Company's Service. If You do not agree to all the terms and conditions stated within this Agreement in their entirety, You are not authorized to register as an Affiliate and to use the Company's Service in any manner or form, whatsoever.

  1. I. LICENSE

    All web sites, newsletters, companies, or individuals need official approval from the Company before they can become an Affiliate. Only web sites and newsletters that have been reviewed and approved are permitted to use the programs. Company reserves the right to withhold or refuse approval on any web site, newsletter, company, or individual for any reason, whatsoever.

    Company reserves the right, in its sole discretion and without any liability, to refuse, reject, withhold, or exclude service to any new or existing Affiliate, for any reason at any time, with or without notice.

    Upon approval of Your Affiliate application, Company grants You an non-transferable, non-exclusive, limited license to use the Site and the Service, and any other related products and services.

  2. II. ELIGIBILITY REQUIREMENTS

    In order to be eligible for "Leads Program" approval, all web sites and newsletters 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 our Advertisers.
    2. Be written in English and contain only English language content.
    3. Receive a minimum of 5,000 unique page views per month.
    4. A top-level domain name.
    5. Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
    6. Be fully functional at all levels; no "under construction" sites or sections.
    7. Spawning process pop-ups and exit pop-ups are prohibited for click approved affiliates.
    8. The content of the web site and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to: Explicit, vulgar or obscene language;
    9. Posting or referencing of sexually explicit images or other offensive content.
    10. Promotion of adult services, such as phone sex or escort services.
    11. The content of the web site and/or newsletter cannot infringe on any personal, intellectual property or copyrights including but not limited to: Racial, ethnic, political, hate-mongering or otherwise objectionable content.
    12. Investment, money-making opportunities or advice not permitted under law.
    13. Gratuitous violence or profanity.
    14. Material that defames, abuses, or threatens physical harm to others or to You.
    15. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
    16. Software Pirating (e.g., Warez, Hotline).
    17. Hacking or Phreaking.
    18. Any illegal activity whatsoever.
    19. Any questionable or controversial subject matter.
    20. Any spoofing, reing, or trafficking from adult-related web sites in an effort to gain traffic.
    21. You cannot place our advertisements into Your framed environment, unless approved by the Company in writing.
    22. Your web site and/or newsletter cannot be 'point, lottery, or rewards' based encouraging users to click on our Advertisers' banners or use our Advertisers to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from the Company.

    In order to be approved as a "Click Program", all web sites and newsletters must meet the following criteria:

    1. Be approved as a "Leads Program".
    2. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.
    3. Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
    4. Spawning process pop-ups and exit pop-ups are prohibited.
  3. III. PAYMENT

    You will be paid the applicable rate for each lead and click generated no later than 30 days after the last day of a given calendar month and after receiving payment from the Advertiser. In the event that Company fails to receive the applicable corresponding payments due from the respective Advertiser(s), Company shall have no payment obligation to Affiliate. In the event that Advertiser does not pay on time, Company shall not be responsible for any and all loss resulted. Instead, Company will notify affiliates and offer reasonable assistance in matters related to collection, in its sole discretion. You agree that the Company have no obligations and no liabilities to You with regard to any such payment related disputes mentioned above. Affiliate shall pursue any and all legal remedies against respective Advertisers directly under these circumstances. Company will not pay for any lead and click that occur before the Service is initiated, and after the Service is terminated. Company will not offer compensations for anything that are not recorded due to Your error.

    Commission payment totals must exceed $30.00 US Dollars; otherwise, this payment will not be made until the $30.00 US Dollars minimum is reached.

  4. IV. AFFILIATE CONDUCT

    Affiliate agrees not to carry objectionable materials on their web site which would revoke their affiliation as determined by the Company. Affiliate will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text, unless expressly approved in writing from the Company. Violation of this forfeits your commissions. Affiliate WILL NOT spam or send unsolicited email mentioning or promoting the Affiliate's programs. Any violation of this will result in the Affiliate's being liable for all damages as deemed by a court of law.

    Editing of an Advertiser's program images or copy is strictly prohibited. Affiliate will only use approved banners and text to link to an Advertiser's sign-up pages. Affiliate will not mislead people to make it seem that they are signing up for an offer that is offered by the Affiliate site. Affiliate can ONLY use banners and approved text, any other use of link and sign-up processes will result in the loss of all leads accrued for the Affiliate.

    Any code provided to Affiliate shall not be modified in any way without written consent from the Company. Also, the code cannot be placed in email messages, on discussion boards, chat rooms, MySpace, Facebook and anywhere else, besides the domain(s) listed on Affiliate's application, without Company's written consent.

    You guarantee that all content, products, and services on Your web site are legal to distribute and that You own or have the legal right to use any and all copyrighted material.

  5. V. FRAUD

    If You fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by the Company, such as pre-population of forms or mechanisms not approved by the Company), you will forfeit your entire commission for all programs and your account will be terminated. Company reserves sole judgment in determining fraud and You agree to this clause.

    If being notified that fraudulent activities may be occurring, You are obligated to take prompt action to stop and prevent fraudulent activities from occurring. By failing to take prompt action, You shall be held responsible for all costs and legal fees arising from these fraudulent activities, in addition to any other remedies available to the Company.

    It is the OBLIGATION of the Affiliate to prove to the Company that they are NOT committing fraud. Company 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 to the reasonable satisfaction of the Company.
    2. Have conversions per click rates that are much higher than industry averages and where solid justification is not evident to the reasonable satisfaction of the Company.
    3. Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
    4. Have shown fraudulent leads as determined by Company's clients.
    5. Use fake redirects, automated software, and/or fraud to generate clicks or leads from Company's programs.

    In the event that You have already received payment for fraudulent activities, the Company reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from You.

  6. VI. LEAD QUALITY

    Advertisers shall have their own criteria for determining the validity and quality of a lead, which may or may not have additional terms for Affiliate to obligate. Company shall ONLY pay Affiliate for leads that have met advertisers' requirements, stated or implied, and leads that have been approved and paid by the advertisers. It is the OBLIGATION of the Affiliate to ensure that the quality of the lead meets advertisers' requirements. Company WILL NOT pay for leads that are not approved and paid by the advertisers.

  7. VII. TERMINATION

    Company reserves the right to terminate any Affiliate contract for any reason whatsoever, at any time. 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, then payment is revoked as determined solely by the Company.

  8. VIII. REPRESENTATION

    Company makes no representations whatsoever about any other web site You may access through the Service. Offering links to Company's partner and/or third party (including, but not limited to, advertisers) web site does not mean that the Company endorses or accepts any responsibility for the content or the use of such web site.

  9. IX. NON-DISCLOSURE

    All information submitted and provided by end user customers in connection with the Service shall be considered proprietary to and owned by Company and/or Company's partners. Such information is confidential and shall not be utilized or otherwise disclosed by You. You also acknowledge that all non-public information, data, reports and marketing materials made available by Company hereunder or otherwise as part of the Services is proprietary to and owned by Company.

    All proprietary and confidential information is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or confidential information of the Company in any manner. These confidentiality obligations shall survive termination or expiration of this Agreement.

  10. X. MODIFICATIONS

    Company reserves the right to make changes to the Site, the Service and the Agreement at any time, notification may be provided but is not required. The latest Agreement will be posted on the Site (http://www.cpahunter.com/affiliate-terms.html); therefore, You should check the Agreement regularly for modifications and updates. Failure of the Affiliate to terminate the agreement within 10 calendar days from the date of modification will constitute acceptance of the changes to this Agreement.

  11. XI. LIMITATION OF LIABILITY

    COMPANY GIVES NO WARRANTY, EXPRESS OR IMPLIED, FOR ANY AND ALL SERVICES AND PRODUCTS PROVIDED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

    IN NO EVENT SHALL THE COMPANY BE HELD RESPONSIBLE AND LIABLE TO YOU OR THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORT) FOR LOST PROFITS OR ANY OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIENCE, WARRANTY OR STRICT LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED US DOLLARS. AFFILIATE RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.

  12. XII. INDEMNIFICATION

    Affiliate irrevocably covenants, promises and agrees to indemnify the Company and to hold the Company harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member's web pages.

  13. XIII. ASSIGNMENT

    Company may assign this Agreement with or without Your consent. You may not assign this Agreement with the prior written consent of the Company, which may be withheld for any reason whatsoever. This Agreement will be binding on and be enforceable against the Parties' successors and assigns.

  14. XIV. JURISDICTION

    You agree to settle any dispute under this Agreement under the laws of British Columbia, Canada. You expressly consent to the exclusive venue and personal jurisdiction of the federal and state courts located in British Columbia, Canada, for any litigation arising under this Agreement.

  15. XV. REMEDY

    If Affiliate violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, the Company reserves the right to withhold payment and take appropriate legal action to cover its damages. The Company shall have the sole responsibility for calculating Affiliate earnings. In the event of disagreement, a formal written request should be sent immediately to the Company. Company will provide Affiliate with an explanation or adjustment which shall be final and binding.

  16. XVI. SEVERABILITY

    If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby.

  17. XVII. 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 telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party. However, the Party affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance whenever possible. Either Party shall provide the other with prompt written notice and shall mutually seek a reasonable resolution.

  18. XVIII. MISCELLANEOUS

    Any legal action taken by an advertiser, agency, client, person, or entity against the Company for Your actions that violate these terms and conditions, You accept that the Company will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that the Company is not liable for your actions, and you will bear all costs (legal or otherwise) that the Company incurs if it is sued by advertiser, client, agency, person, or entity.

    Affiliate warrants that affiliate or authorized representative of affiliate is at least 18 years of age and has the capacity to enter into a binding contract.