TERMS AND CONDITIONS FOR PARTNERS
Effective on 1 July 2023
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“PARTNER”) AND CPP BROKER (“CPP BROKER”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE CPP BROKER NETWORK. PLEASE READ THIS CPP BROKER AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE “SIGNUP” BUTTON AT THE BOTTOM OF THE SIGNUP PAGE. BY PRESSING “SIGNUP” YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PRESS “CANCEL” AND YOU WILL BE UNABLE TO PARTICIPATE ON THE CPP BROKER NETWORK.
1 – OBJECT.
1.1. CPP Broker is a service provider and has no effective knowledge about the content in the Partner´s Website(s) and/or the Advertising Material created by the Partner(s), which is published. Partner is the only responsible parties for such content and will always hold CPP Broker harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal to CPP Broker at contact@cppbroker.com, so we can remove and prevent access to it.
2 – PARTNER ELIGIBLE WEBSITE(S).
2.1. CPP Broker reserves the right to approve or to deny the affiliation of a Partner at any time. If not approved, Partner shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Partner’s obligation to make sure it complies, at all times, with CPP Broker’ eligibility rules. The following are examples of Partner´s Website(s) that are not eligible for participation on the CPP Broker Network:
2.1.1. Websites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy.
2.1.2. Websites with reference to illicit practices or shock human dignity: Content with pornographic character staging minors(miners); Contents making the apology of voluntary crimes to life, persons the integrity and sexual aggressions; Contents making the apology of war crimes, crimes against humanity; Contents provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion). Any description will be automatically recorded and indicated to proper authorities.
2.1.3. Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. sms, chat, social networks, etc.).
2.1.4. Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.)
2.1.5. Websites with illegal, false or deceptive investment advice.
2.1.6. Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
2.1.7. Websites that are under construction or incomplete.
2.1.8. Websites with extremely limited audiences or viewership (less than 50 unique visitors per day).
2.1.9. Websites that contain any content violating laws in general, or the laws of any other country if applicable. In particular, those which violate Spanish intellectual property, personal data or privacy laws. Partners Website(s) shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.
2.1.10. Websites generated through free blogging or free forum platforms.
2.1.11. Websites with more than 6 ads per page, sites with more than 2 pop-ups and / or pop-unders, sites with more than 1 exit pop-up (all ad networks or affiliate programs together).
2.1.12. Websites presenting no added value to the users.
2.2. CPP Broker does not control or monitor Partners Website(s). However, a Website may be brought to its attention or may be checked for any reason. If CPP Broker determines that Partner’s Website(s) includes any forbidden content, CPP Broker may close Partner’s account without prior notification. In such a case, as a penalty for the breach of this Agreement Partner shall not be entitled to the payment of any amounts remaining in its Administration Panel, regardless of any other or further liability incurred by the Partner.
3 – SUB-PARTNERS.
3.1. Partners who are operating a network with Sub-Partners themselves hereby guarantee to communicate this Agreement to their Sub-Partners and to monitor and enforce their compliance. Partners will be held liable for the conduct of their Sub-Partners.
4 – MISUSE.
4.1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
4.2. In particular, Partners are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the CPP Broker Network using one or several of the following methods:
4.2.1. Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
4.2.2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly or not in the manner and/or size stipulated by the Partners; or
4.2.3. Brand-Bidding.
4.3. Partner(s) will indemnify and hold CPP Broker harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
5 – PUBLICITY.
5.1. CPP Broker is hereby authorized to use the trade names or trademarks of Partners for the purposes of this Agreement without any further written approval from the party owning such name or trademark.
6 – SUBMISSIONS
6.1. CPP Broker allows its Partners to submit Content or other material, and allows the hosting, sharing, and/or publishing of such submissions. By submitting Content or other material to Us, Partner indicate Partners intent for Us to make such material available on the CPP Broker and any other affiliated sites, whether by affiliation of ownership or contract.
6.2. Partner shall be solely responsible for Partners own submissions and the consequences of posting or publishing them. In connection with Partners submissions, Partner affirm/warrant that:
6.2.1. Partner own or have the necessary licenses, rights, consents, and permissions to use Partners submissions and authorize the CPP Broker to use all patent, trademark, trade secret, copyright, privacy, publicity or other proprietary rights in and to all of Partners submissions to enable inclusion and use of the submissions in the manner contemplated by these Terms and the agreement that Partner sign to participate in the Content Partner Program;
6.2.2. Partner retain all ownership rights in Partners submissions. However, by contributing Partners submissions to the CPP Broker, Partner grant a worldwide, perpetual, non-exclusive, royalty-free, sublicensable and transferable right and license to: copy, modify, publicly perform, and publicly display Partners submissions on CPP Broker and affiliated sites.
6.2.3. Partner have the written consent, release, and/or permission of each and every identifiable person in Partners submissions to use the name or likeness of each individual for use in Partners submissions in the manner contemplated by these Terms and Partner are also authorized to provide their ID documents for co-performer verification, as required by agreement that Partner sign to participate in the Content Partner Program.
6.2.4. Partner signed with the Company the special agreement to participate in the Content Partner Program, which shall include at least the following provisions:
6.2.4.1. Partner give the Company the right to reproduce, transmit, communicate, display, or distribute Partners submitted photographs, videos and content, on or as part of CPP Broker and affiliated sites, on other Internet site(s), or elsewhere, for promotional or commercial purposes, by means of any technology, whether now known or hereafter to become known;
6.2.4.2. Partner give the Company the right to reproduce Partners photographs, videos and content in digital form of display on the Internet (alone or in combination with other works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video, or audio segments, and hypertext links);
6.2.4.3. Partner give the Company the right to adapt, modify, or alter Partners photographs, videos and content or otherwise create derivative works based upon Partners Content; and for all other reasonable promotional or commercial uses either as part of the operation of CPP Broker and affiliated sites, or as a promotion or operation of any derivative or related businesses.
6.2.4.4. Partner understand that the license granted by Partner to Partners submissions terminates within a timeframe defined in the agreement that Partner sign to participate in the Content Partner Program.
6.3. Any of Partners submissions are compliant with all applicable laws, including but not limited to 18 U.S.C. §2257 and 28 C.F.R. 75 and Partner are able to provide such documents as required upon Partners Verification and/or Content submission.
6.4. CPP Broker and affiliated sites respects the intellectual property rights of all parties. Although Our Company is not based in the United States, in order to protect the intellectual property rights of all parties, We have implemented certain policies in an effort to voluntarily comply with legislations, such as the Digital Millennium Copyright Act (“DMCA”) and have, therefore, adopted a Policy for Claims of Copyright Infringement (the “DMCA Policy”). Our DMCA Policy, has a strict procedure regarding removing content that is allegedly infringing copyrights and/or intellectual property rights.
6.5. CPP Broker does not endorse any Partner submission, and expressly disclaims any and all liability in connection with Partner submissions. CPP Broker does not permit copyright infringing activities or infringement of intellectual property rights on the CPP Broker and affiliated sites, and reserves the right, without being obliged to do so, to promptly, and without an obligation to provide any prior notice, remove all content and Partner submissions, if properly notified per Our DMCA Policy of copyright infringements of a third party’s intellectual property rights. We reserve the right to terminate the Partner access and/or privileges of repeat infringers.
7 – REPRESENTATIONS AND WARRANTIES.
7.1. Partner(s) represents and warrants to CPP Broker that:
7.1.1. All content, products, and services on the Partner´s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
7.1.2. The Partner´s Website(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement;
7.1.3. The Partner´s Website(s) are free of any “worm”, “virus”, “malware” or other device that could impair or injure any person or entity;
7.1.4. It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations;
7.1.5. It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Partner(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Partner(s) is a party or subject to; and
7.1.6. The Partner(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending Advertising Material via email or via any other equivalent electronic communications means. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails or electronic communications; should CPP Broker so request, Partner(s) must provide written evidence of such consent has been granted.
7.1.7. Any material that consists of paraphilia or scatological activities;
7.1.8. Any material that contain children or minors in adult or sexual situations;
7.1.9. Any material that offers illegal products or services;
7.1.10. Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
7.1.11. Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
7.1.12. Promotion of fake documents, copied material, or paper mills;
7.1.13. Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
7.1.14. Promotion of drugs or any related paraphernalia;
7.1.15. Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
7.1.16. Promotion or any attempt to profit from human tragedy or suffering;
7.1.17. Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;
7.1.18. Promotion of gambling or online betting that allows U.S. registrations. Any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block U.S. registrations using geo-location and other advanced risk controls. Removing U.S. from the registration field is not considered sufficient. If you would like to advertise a gaming service, please contact us at admin@cppbroker.com and detail your services process for blocking U.S. registrations, and provide the expected monthly budget and planned geo-targeting;
7.1.19. Promotion of gambling websites where applicable regulations forbid such promotions. Any Advertiser wishing to promote gambling website hereby warrants that he is legally entitled to promote such gambling sites and that he is fully entitled, pursuant to any applicable regulations, to do so through CPP Broker Network and in the particular countries he wishes to advertise. Partner also warrants that CPP Broker will incur in no liabilities in allowing Partner to promote the gambling websites. . Partner declares that he is in compliance and aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a license valid in such jurisdiction prior to allowing users connected from IP addresses belonging to such jurisdictions. Pre-approval received from CPP Broker shall not be construed as CPP Broker having checked Partner’s compliance with the present clause and will not affect Partner’s liability pursuant to its failure to comply with the representations and warranties set forth herein. Furthermore, Partner undertakes to ensure compliance with the present clause at all times.
7.1.20. Any content that targets to children of age 18 and younger; and
7.1.21. Any material that does not respect particular advertising rules added in the Administration Panel for specific Partner’s Website(s).
7.2. Partner will indemnify and hold CPP Broker harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Partner’s infringements of this Agreement.
8 – TERMINATION; CANCELLATION.
8.1. CPP Broker may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s) with or without cause. CPP Broker will make commercially reasonable efforts to notify Partners via e-mail of any such termination or cancellation within a reasonable period of time.
8.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.
9 – CONFIDENTIALITY.
9.1. You agree not to disclose CPP Broker Confidential Information without CPP Broker’s prior written consent. “Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the CPP Broker Network; (ii) click-through rates or other statistics provided to You by CPP Broker; and (iii) any other information designated in writing by CPP Broker as “confidential” or any designation to the same effect. CPP Broker Network Confidential Information does not include information that has become publicly known through no breach by You or CPP Broker, or information that has been (i) independently developed without access to CPP Broker Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
9.2. Partner acknowledges that CPP Broker might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Partner or to disclose Partner’s identity under certain circumstances and specially where Partner’s Website(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. CPP Broker will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which CPP Broker reasonably deems as being competent to issue such a request.
10 – DATA PROTECTION.
10.1. Each party shall include conspicuously on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.
10.2. CPP Broker has a Privacy Policy in its website which explains the use we make of personal data that you provide to us or that we gather from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records as well as how to request that we cease all contact with you. Please read the Privacy Policy carefully as once you use our services you will be regarded as having read and accepted its terms.
10.3. In accordance with CPP Broker’s Privacy Policy, CPP Broker may transfer your personal data to providers who require access to your personal data in order to provide the services that CPP Broker has hired from them, and with whom CPP Broker has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by CPP Broker are located in countries that do not have a data protection regulation equivalent to the European (“Third Countries”). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties to your privacy, you may contact CPP Broker at the electronic or postal addresses indicated in the Privacy Policy.
10.3.1. Partner’s privacy policy available to end users shall disclose that third party Partners may place cookies on the browsers of visitors to Partner’s Website(s). In accordance to EU Directive 2002/58/EC as amended by Directive 2009/136/EC, Partners must provide end users with clear and comprehensive information regarding any devices (such as cookies or local shared objects) in use at their websites for storing information in the User’s terminal equipment or retrieving already stored information from the said terminal equipment. Partners must also implement an opt-in system which ensures that the prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end users’ terminal equipment.
10.3.2. CPP Broker makes the cookies information available to the Partners in its Privacy Policy, shall the Partners be obliged to disclose detailed information on Partner Website(s) regarding the cookies being placed by CPP Broker on the browsers of visitors to Partner’s Website(s).
10.4. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
11 – INDEMNIFICATION. LIMITATION OF LIABILITY.
11.1. Indemnification. You agree to indemnify, defend and hold CPP Broker and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the CPP Broker Network, (ii) operation of the Partner’s Website(s) submitted to CPP Broker for participation on the CPP Broker Network or (iii) otherwise arising from a relationship with CPP Broker. You also agree to indemnify CPP Broker for any legal fees incurred by CPP Broker, acting reasonably, in investigating or enforcing its rights under this Agreement.
11.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL CPP BROKER BE LIABLE TO PARTNER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT CPP BROKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL CPP BROKER’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S PAYMENTS TO THE PARTNERS.
12 – MODIFICATION.
12.1. CPP Broker reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. CPP Broker will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks prior to the Effective Date. Partner who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. CPP Broker will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
12.2. If the Partner(s) objects to the new (modified) Terms, CPP Broker’s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the CPP Broker Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.
13 – NON-SOLICITATION.
13.1. During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Partner agrees that it will not do business directly or indirectly with any Partners listed on the CPP Broker Network, or directly or indirectly solicit or induce such Partners to do business directly with the Partner. Partner understands and agrees that this prohibition is a key consideration and inducement for CPP Broker to enter into this Agreement with Partner, and to provide the services hereunder.
14 – DISPUTE RESOLUTION.
14.1. This Agreement shall be governed by and interpreted in accordance with the laws of CPP Broker local law.
14.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Courts of CPP Broker local place.
15 GENERAL PROVISIONS.
15.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
15.2. Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of place or a CPP Brokers local court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
15.3. Survival. Sections shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
15.4. Assignment. CPP Broker is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other partyprovided that the assignee shall assume all rights and obligations under this Agreement Partner shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Partner may, without the consent of CPP Broker, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
15.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
15.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
15.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
15.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Partner(s) to CPP Broker, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement. This Agreement may not be amended without the written consent of the parties.
15.9. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
15.10. Construction. The parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either party as a result of its participation in such preparation.
15.11. Counterparts. This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.
15.12. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.