Affiliate Terms and Conditions

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement
(the “Agreement”) is made and entered into by and between adthinkcpa (“adthinkcpa” or “we”),
and you, (“you” or “Affiliate”) the party submitting an application to become a adthinkcpa affiliate).
The terms and conditions contained in this Agreement apply to your participation with
adthinkcpa.hasoffers.com (“Affiliate Program”). Each Affiliate Program offer (an “Offer”) may
be for any offering by adthinkcpa or a third party (each such third party a “Client”) and
may link to a specific web site for that particular Offer (“Program Web Site”).
Furthermore, each Offer may have additional terms and conditions on pages within the
Affiliate Program and are incorporated as part of this Agreement. By submitting an
application or participating in an Offer, you expressly consent to all the terms and
conditions of this Agreement.

  1. Enrollment in the Affiliate Program

    You must submit an Affiliate Program application from our website. You must
    accurately complete the application to become an affiliate (and provide us with future
    updates) and not use any aliases or other means to mask your true identity or contact
    information. After we review your application, we will notify you of your acceptance
    or rejection to the Affiliate Program, generally within two (2) business days. We may
    accept or reject your application at our sole discretion for any reason.

  2. Obligations of the Parties

    Subject to our acceptance of you as an affiliate and your continued compliance
    with the terms and conditions of this Agreement, adthinkcpa agrees as follows:

    1. We will make available to you via the Affiliate Program graphic and textual
      links to the Program Web Site and/or other creative materials (collectively,
      the “Links”) which you may display on web sites owned or controlled by you,
      in emails sent by you and clearly identified as coming from you and in online
      advertisements (collectively, “Media”). The Links will serve to identify you
      as a member of our Affiliate Program and will establish a link from your
      Media to the Program Web Site.

    2. We will pay Affiliate for each Qualified Action (the “Commission”). A
      “Qualified Action” means an individual person who (i) accesses the Program
      Web Site via the Link, where the Link is the last link to the Program Web
      Site, (ii) is not a computer generated user, such as a robot, spider, computer
      script or other automated, artificial or fraudulent method to appear like an
      individual, real live person, (iii) is not using pre-populated fields (iv)
      completes all of the information required for such action within the time
      period allowed by adthinkcpa and (v) is not later determined by adthinkcpa to
      be fraudulent, incomplete, unqualified or a duplicate.

    3. We will pay you any Commissions earned monthly, provided that your
      account is currently greater than $100. Accounts with a balance of less than
      $100 will roll over to the next month, and will continue to roll over monthly
      until $100 is reached. We reserve the right to charge back to your account any
      previously paid Qualified Actions that are later determined to have not met
      the requirements to be a Qualified Action.

    4. Payment for Commissions is dependent upon Clients providing such funds to
      adthinkcpa, and therefore, you agree that adthinkcpa shall only be liable to you
      for Commissions to the extent that adthinkcpa has received such funds from
      the Clients. You hereby release adthinkcpa from any claim for Commissions if
      adthinkcpa has not received such funds from the Clients.

    5. adthinkcpa shall automatically generate an invoice on behalf of Affiliate for all
      Commissions payable under this Agreement and shall remit payment to
      Affiliate based upon that invoice. All tracking of Links and determinations of
      Qualified Actions and Commissions shall be made by adthinkcpa in its sole
      discretion. In the event that Affiliate disputes in good faith any portion of an
      invoice, Affiliate must submit that dispute to adthinkcpa in writing and in
      sufficient detail within thirty (30) days of the date on the invoice. If Affiliate
      does not dispute the invoice as set forth herein, then Affiliate agrees that it
      irrevocably waives any claims based upon that invoice. In the event that
      Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy,
      Affiliate must provide adthinkcpa with Affiliate’s reports within three (3) days
      after 30th day of the calendar month, and if adthinkcpa’s and Affiliate’s
      reported statistics vary by more than 10% and adthinkcpa reasonably
      determines that Affiliate has used generally accepted industry methods to
      track Qualified Actions, then adthinkcpa and Affiliate agree to make a good
      faith effort to arrive at a reconciliation. If the parties are unable to arrive at a
      reconciliation, then adthinkcpa’s numbers shall govern.

    6. If Affiliate has an outstanding balance due to adthinkcpa under this Agreement
      or any other agreement between the Affiliate and adthinkcpa, whether or not
      related to the Affiliate Program, Affiliate agrees that adthinkcpa may offset
      any such amounts due to adthinkcpa from amounts payable to Affiliate under
      this Agreement.

    Affiliate also agrees to:

    1. Have sole responsibility for the development, operation, and maintenance
      of, and all content on or linked to, your Media.

    2. Ensure that all materials posted on your Media or otherwise used in
      connection with the Affiliate Program (i) are not illegal, (ii) do not infringe
      upon the intellectual property or personal rights of any third party and (iii)
      do not contain or link to any material which is harmful, threatening,
      defamatory, obscene, sexually explicit, harassing, promotes violence,
      promotes discrimination (whether based on sex, religion, race, ethnicity,
      nationality, disability or age), promotes illegal activities (such as
      gambling), contains profanity or otherwise contains materials that
      adthinkcpa informs you that it considers objectionable (collectively,
      “Objectionable Content”).

    3. Not make any representations, warranties or other statements concerning
      adthinkcpa or Client or any of their respective products or services, except as expressly authorized herein.

    4. Make sure that your Media does not copy or resemble the look and feel of
      the Program Web Site or create the impression that your Media is endorsed
      by adthinkcpa or Clients or a part of the Program Web Site, without prior
      written permission from us.

    5. Comply with all (i) obligations, requirements and restrictions under this
      Agreement and (ii) laws, rules and regulations as they relate to your
      business, your Media or your use of the Links.

    6. Comply with the terms, conditions, guidelines and policies of any third
      party services used by Affiliate in connection with the Affiliate Program,
      including but not limited to, email providers, social networking services
      and ad networks.

    7. Always prominently post and make available to end-users, including prior
      to the collection of any personally identifiable information, a privacy
      policy in compliance with all applicable laws that clearly and thoroughly
      discloses all information collection, use and sharing practices, including
      providing for the collection of such personally identifiable information in
      connection with the Affiliate Program and the provision of such personally
      identifiable information to adthinkcpa and Clients for use as intended by
      adthinkcpa and Clients.

    8. Always prominently post and make available to end-users any terms and
      conditions in connection with the Offer set forth by adthinkcpa or Client, or
      as required by applicable laws regarding such Offers.

    9. Make sure to not place adthinkcpa ads on any online auction platform (i.e. eBay, Amazon, etc).

    The following additional program-specific terms shall apply to any promotional
    programs set forth below:

    1. Email Campaigns. For all email campaigns, Affiliate must download the
      “Suppression List” from the Offers section of adthinkcpa.
      Affiliate shall filter its email list by removing any entries appearing
      on the Suppression List and will only send emails to the remaining addresses
      on its email list. adthinkcpa will provide an opt-out method in all Links,
      however, if any opt-out requests come directly to Affiliate, Affiliate
      shall immediately forward them to adthinkcpa at nicolas@adthink.com.
      Affiliate’s emails containing the Links may not include any content other
      than the Links, except as required by applicable law.

      1. Affiliate agrees that failure to download the Suppression List and remove
        all emails from the database before mailing may result in Commission
        withholdings, removal or suspension from all or part of the Affiliate
        Program, possible legal action and any other rights or remedies available
        to adthinkcpa pursuant to this Agreement or otherwise. Affiliate further
        agrees that it will not mail or market to any suppression files generated
        through the adthinkcpa network, and that doing so may result in
        Commission withholdings, removal or suspension from the Affiliate
        Program, possible legal action and any other rights or remedies available
        to adthinkcpa pursuant to this Agreement or otherwise.

    2. Advertising Campaigns. No Links can appear to be associated with or be
      positioned on chat rooms or bulletin boards unless otherwise agreed by
      adthinkcpa in writing. Any pop-ups/unders used for the Affiliate Program shall
      be clearly identified as Affiliate served in the title bar of the window and any
      client-side ad serving software used by Affiliate shall only have been installed
      on an end-user’s computer if the function of the software is clearly disclosed
      to end-users prior to installation, the installation is pursuant to an
      affirmatively accepted and plain-english end user license agreement and the
      software be easily removed according to generally accepted methods.

    3. Affiliate Network Campaigns. For all Affiliate’s that maintain their own
      affiliate networks, Affiliate agrees to place the Links in its affiliate network
      (the “Network”) for access and use by those affiliates in Affiliate’s Network
      (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid
      any Third Party Affiliate to modify the Links in any way. Affiliate agrees to
      maintain its Network according to the highest industry standards. Affiliate
      shall not permit any party to be a Third Party Affiliate whose web site or
      business model involves content containing Objectionable Content. All Third
      Party Affiliates must be in good standing with Affiliate. Affiliate must require
      and confirm that all Third Party Affiliates affirmatively accept, through
      verifiable means, this Agreement prior to obtaining access to the Links.
      Affiliate shall promptly terminate any Third Party Affiliate who takes, or
      could reasonably be expected to take, any action that violates the terms and
      conditions of this Agreement. In the event that either party suspects any
      wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate
      shall promptly disclose to adthinkcpa the identity and contact information for
      such Third Party Affiliate. Affiliate shall promptly remove any Third Party
      Affiliate from the Affiliate Program and terminate their access to future
      Offers of adthinkcpa in the Network upon written notice from adthinkcpa.
      Unless adthinkcpa has been provided with all truthful and complete contact
      information for a Third Party Affiliate and such Third Party Affiliate has
      affirmatively accepted this Agreement as recorded by adthinkcpa, Affiliate
      shall remain liable for all acts or omissions of any Third Party Affiliate.

  3. Confidentiality

    Except as otherwise provided in this Agreement or with the consent of adthinkcpa, you
    agree that all information, including, without limitation, the terms of this Agreement,
    business and financial information, customer and vendor lists, and pricing and sales
    information, concerning us or any of our affiliates provided by or on behalf of any of
    them shall remain strictly confidential and secret and shall not be utilized, directly or
    indirectly, by you for any purpose other than your participation in the Affiliate
    Program, except and solely to the extent that any such information is generally known
    or available to the public through a source other than you. Affiliate shall not use any
    information obtained from the Affiliate Program to develop, enhance or operate a
    service that competes with the Affiliate Program, or assist another party to do the
    same.

  4. Limited License & Intellectual Property

    We grant you a nonexclusive, nontransferable, revocable right to use the Links
    and to access our web site through the Links solely in accordance with the terms
    of this Agreement, for the sole purpose of identifying your Media as a participant
    in the Affiliate Program and assisting in increasing sales through the Program
    Web Site.

    You may not alter, modify, manipulate or create derivative works of the Links or
    any adthinkcpa graphics, creative, copy or other materials owned by, or licensed
    to, adthinkcpa in any way. You are only entitled to use the Links to the extent that
    you are a member in good standing of the Affiliate Program. We may revoke your
    license anytime by giving you written notice. Except as expressly stated herein,
    nothing in this Agreement is intended to grant you any rights to any of
    adthinkcpa’s trademarks, service marks, copyrights, patents or trade secrets. You
    agree that adthinkcpa may use any suggestion, comment or recommendation you
    choose to provide to adthinkcpa without compensation. All rights not expressly
    granted in this Agreement are reserved by adthinkcpa.

  5. Termination

    This Agreement shall commence on the date of our approval of your Affiliate
    Program application and shall continue thereafter until terminated as provided herein.
    You may terminate your participation in the Affiliate Program at any time by
    removing all Links from your Media, deleting all copies of the Links. We may
    terminate your participation in one or more Offers or this Agreement at any time and
    for any reason which we deem appropriate with or without prior notice to you by
    disabling the Links or providing you with a written notice. Upon termination of your
    participation in one or more Offers or this Agreement for any reason, you will
    immediately cease all use of and delete all Links, plus all adthinkcpa or Client
    intellectual property, and will cease representing yourself as a adthinkcpa or Client
    affiliate for such one or more Offers. All rights to validly accrued payments, causes of
    action and any provisions, which by their terms are intended to survive termination,
    shall survive any termination.

  6. Remedies

    In addition to any other rights and remedies available to us under this
    Agreement adthinkcpa reserves the right to delete any actions submitted through your
    Links and withhold and freeze any unpaid Commissions or charge back paid
    Commissions to your account if (i) adthinkcpa determines that you have violated this
    Agreement, (ii) adthinkcpa receives any complaints about your participation in the
    Affiliate Program which adthinkcpa reasonably believes to violate this Agreement or
    (iii) any Qualified Action is later determined to have not met the requirements set
    forth in this Agreement or on the Affiliate Program. Such withholding or freezing of
    Commissions, or charge backs for paid Commissions, shall be without regard as to
    whether or not such Commissions were earned as a result of such breach. In the event
    of a material breach of this Agreement, adthinkcpa reserves the right to disclose your
    identity and contact information to appropriate law enforcement or regulatory
    authorities or any third party that has been directly damaged by your actions.

  7. Anti-Spam Policy

    You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All
    emails sent in connection with the Affiliate Program must include the appropriate
    party’s opt-out link. From time to time, we may request – prior to your sending emails
    containing linking or referencing the Affiliate Program that you submit the final
    version of your email to adthinkcpa for approval by sending it to your adthinkcpa
    representative and upon receiving written approval from adthinkcpa of your email the
    email may be transmitted to third parties.

    It is solely your obligation to ensure that the email complies with the Act. You agree
    not to rely upon adthinkcpa’s approval of your email for compliance with the Act, or
    assert any claim that you are in compliance with the Act based upon adthinkcpa’s
    approval.

  8. Fraud

    You are expressly prohibited from using any persons, means, devices or arrangements
    to commit fraud, violate any applicable law, interfere with other affiliates or falsify
    information in connection with referrals through the Links or the generation of
    Commissions or exceed your permitted access to the Affiliate Program. Such acts
    include, but are in no way limited to, using automated means to increase the number
    of clicks through the Links or completion of any required information, using spyware,
    using stealware, cookie-stuffing and other deceptive acts or click-fraud. adthinkcpa
    shall make all determinations about fraudulent activity in its sole discretion.

  9. Representations and Warranties

    You hereby represent and warrant that this Agreement constitutes your legal, valid,
    and binding obligation, enforceable against you in accordance with its terms and that
    you have the authority to enter into this Agreement. Subject to the other terms and
    conditions of this Agreement, adthinkcpa represents and warrants that it shall not
    knowingly violate any law, rule or regulation which is applicable to adthinkcpa’s own
    business operations or adthinkcpa’s proprietary products or services.

  10. Modifications

    In addition to any notice permitted to be given under this Agreement, we may modify
    any of the terms and conditions of this Agreement at any time by providing you with
    a notification by email. The changes will become effective ten (10) business days
    after such notice. If the modifications are unacceptable to you, you may terminate this
    Agreement without penalty solely on the account of such termination within such ten
    (10) business day period. Your continued participation in this Affiliate Program ten
    (10) business days after a change notice has been posted will constitute your
    acceptance of such change. In addition, adthinkcpa may change, suspend or discontinue any aspect of an Offer or
    Link or remove, alter, or modify any tags, text, graphic or banner ad in connection
    with a Link. Affiliate agrees to promptly implement any request from adthinkcpa to
    remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate
    as part of the Affiliate Program.

  11. Independent Investigation

    You acknowledge that you have read this Agreement and agree to all its terms and
    conditions. You have independently evaluated the desirability of participating in the
    Affiliate Program and each Offer and are not relying on any representation, guarantee
    or statement other than as set forth in this Agreement or on the Affiliate Program.

  12. Mutual Indemnification

    Affiliate hereby agrees to indemnify, defend and hold harmless adthinkcpa and
    Clients and their respective subsidiaries, affiliates, partners and licensors,
    directors, officers, employees, owners and agents against any and all claims,
    actions, demands, liabilities, losses, damages, judgments, settlements, costs, and
    expenses (including reasonable attorneys’ fees and costs) based on (i) any failure
    or breach of this Agreement, including any representation, warranty, covenant,
    restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or
    by a party under the reasonable control of Affiliate or obtaining access through
    Affiliate, of the Links, Offers or adthinkcpa or Client intellectual property, or (iii)
    any claim related to your Media, including but not limited to, the content
    contained on such Media (except for the Links).

    adthinkcpa hereby agrees to indemnify, defend and hold harmless Affiliate and its
    subsidiaries, affiliates, partners, and their respective directors, officers,
    employees, owners and agents against any and all claims, actions, demands,
    liabilities, losses, damages, judgments, settlements, costs, and expenses (including
    reasonable attorneys’ fees and costs) based on a claim that adthinkcpa is not
    authorized to provide you with the Links.

  13. Disclaimers

    THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND
    SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO
    AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ADTHINKCPA
    EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR
    STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
    WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING
    OUT OF COURSE OF DEALING, USAGE, OR TRADE. ADTHINKCPA DOES NOT
    WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET
    AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF
    THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-
    FREE OR UNINTERRUPTED. ADTHINKCPA EXPRESSLY DISCLAIMS ANY
    LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR
    PRODUCTS OR SERVICES.
    ADTHINKCPA DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY
    SPECIFIC AMOUNT OF COMMISSIONS.

  14. Limitation of Liability

    IN NO EVENT SHALL ADTHINKCPA BE LIABLE FOR ANY UNAVAILABILITY OR
    INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL
    MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF
    INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY
    KIND BEYOND THE REASONABLE CONTROL OF ADTHINKCPA. IN NO EVENT
    WILL ADTHINKCPA BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
    CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR
    EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
    PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES
    ARE FORESEEABLE AND WHETHER OR NOT ADTHINKCPA HAS BEEN
    ADVISED OF THE POSSIBILITY THEREOF. ADTHINKCPA’S CUMULATIVE
    LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL
    THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED
    THE AMOUNTS PAID TO AFFILIATE BY ADTHINKCPA IN COMMISSIONS
    DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

  15. Governing Law & Miscellaneous

    Affiliate shall be responsible for the payment of all
    attorneys fees and expenses incurred by adthinkcpa to enforce the terms of this
    Agreement. This Agreement contains the entire agreement between adthinkcpa and
    Affiliate with respect to the subject matter hereof, and supersedes all prior and/or
    contemporaneous agreements or understandings, written or oral. Affiliate agrees that
    adthinkcpa shall not be subject to or bound by any Affiliate insertion order or online
    terms and conditions that amend, conflict with or supplement this Agreement,
    regardless of whether adthinkcpa “clicks through” or otherwise indicates its acceptance
    thereof. Affiliate may not assign all or any part of this Agreement without adthinkcpa’s
    prior written consent. adthinkcpa may assign this Agreement at any time with notice to
    Affiliate. This Agreement will be binding on and will inure to the benefit of the legal
    representatives, successors and valid assigns of the parties hereto. The provisions of
    Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the
    termination of this Agreement. Except as set forth in the “Modifications” section
    above, this Agreement may not be modified without the prior written consent of both
    parties. If any provision of this Agreement is held to be void, invalid or inoperative,
    the remaining provisions of this Agreement shall continue in effect and the invalid
    portion of any provision shall be deemed modified to the least degree necessary to
    remedy such invalidity while retaining the original intent of the parties. Each party to
    this Agreement is an independent contractor in relation to the other party with respect
    to all matters arising under this Agreement. Nothing herein shall be deemed to
    establish a partnership, joint venture, association or employment relationship between
    the parties. No course of dealing nor any delay in exercising any rights hereunder
    shall operate as a waiver of any such rights. No waiver of any default or breach shall
    be deemed a continuing waiver or a waiver of any other breach or default.

    By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this
    Agreement in its entirety and agree to be bound by all of its terms and conditions. If you
    do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program.
    If an individual is accessing this Agreement on behalf of a business entity, by doing so,
    such individual represents that they have the legal capacity and authority to bind such
    business entity to this Agreement. This Agreement was last revised on 04-06-2009

Back to Top

Back to Top