1. INTRODUCTION

The parties to this Agreement hereinafter are PureCPA ("PureCPA") and you the Publisher/Affiliate (“Publisher,” as defined hereinafter). PureCPA facilitates "Performance Marketing Programs" (as defined hereinafter) by providing agency marketing services via the Internet (“Service” or "Marketing Service").

Publisher may accept this Agreement by (i) taking any step to order, request Service or otherwise use the Service constitutes Publisher's assent to and acceptance of this Agreement or (ii) clicking "I agree to the terms and conditions" box at the end of this Agreement.

This Agreement reflects the entire agreement between Publisher and PureCPA.

2. DEFINITIONS

(I) Performance-Based Marketing Program - is where a person, entity, Publisher or its agent, operating "Web site(s)" (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to a Publisher may earn financial compensation ("Payouts") for "Transactions" (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent) through an Internet connection ("Link") to a Web site or Web site content operated by an Advertiser ("Advertiser") from an Advertiser-authorized promotional method used by such Publisher. The Advertiser compensates the Publisher, in accordance with this Agreement and the Program Payout specifications.

(II) Publisher - an individual or entity that has agreed to the terms and conditions of this Agreement and allows its Web site or Web site content and/or other traffic sources to include banners and/or other acceptable forms or links to permit Traffic and or results between the Publisher and those programs offered by PureCPA.

(III) Results – Clicks, downloads and sales, including traffic that are made by a third party on a Publisher's web site and/or network so that the third party can view an Advertiser's ad creative or linked to the Advertiser's site or consider a purchase of the Advertiser's products or services.

(IV) Clicks, downloads and/or sales and/or Traffic - one accessing by a Publisher's web site and/or network by a person who is not associated with or related to the applicable Advertiser or the Publisher within a 24 hour period. Legitimate clicks and traffic excludes all clicks and traffic that is artificially generated.

(V) Advertiser's program - An advertising program, to which the Publisher joined ("Program").

(VI) Tracking Code – PureCPA code for tracking information.

(VII) Text Links and Banners - the graphical artwork or text that will be directed to Sites through your Tracker, to permit a visitor to hyperlink from your website to any Advertiser’s Site.

3. PARTICIPATION IN THE PROGRAM

(I) Publishers shall apply for the available partner programs using the PureCPA Interface, providing the details of their Advertising Space. In the application process, the properties of their Advertising Space will be checked against the prerequisites of the partner program. Should the Advertising Space listed in the registration process or in the application for a specific partner program not correspond to the Advertising Space actually available, PureCPA is entitled to block the Publisher’s account without delay. And all earnings from unauthorized sites shall be immediately forfeited.

(II) In submitting their application for a partner program, Publishers accept any additional conditions for participation which are displayed in the context of each program. These conditions will become an integral part of this contract.

(III) The Advertisers may accept or reject the Publishers’ applications at their own discretion. Publishers are not entitled to being admitted as participants; nor can they derive any claims from non-admission.

(IV) During the term of this contract, the Publisher must not circumvent PureCPA by concluding contracts or entering contractual negotiations with the Advertisers of the PureCPA Network that cover the subject matter of this contract or services alike.

4. PUBLISHER IDENTITY

(I) It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that we know the true identity of any of our publishers.

(II) You agree to provide us any supporting documents requested by us. You are aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from your bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.

5. PURE CPA RIGHTS AND OBLIGATIONS

PureCPA will maintain a record of each Visitor that registers as a Visitor with one or more of the Advertisers within the Affiliate Program, and will track each Visitor’s activity. A “Visitor” is defined under this Agreement as a person who registers with one or more of PureCPA’s Advertisers after having followed a link provided by the Publisher. Unless expressly agreed otherwise in writing, the Visitor must be identified by the Publisher Tag. The Visitor is bound by each Advertiser's rules, policies and operating procedures. As such, PureCPA cannot be held responsible if an Advertiser refuses a Visitor or if an Advertiser closes a Visitor's account.

(II) PureCPA will track each Visitor's activity and will supply the Publisher with reports summarizing this activity. The form, content and frequency of the reports may vary at PureCPA's sole discretion. PureCPA will strive to provide the Publisher with online access to Visitor activity and statistical reports that will assist the Publisher in effectively promoting the Advertisers. The Publisher can gain access to such reports using the login and secret password provided upon the completion of the registration process. The information that PureCPA will collect and report to the Publisher may include, without limitation, total number of Visitors attributed to the Publisher, profits, deductions, commissions earned and other relevant data. PureCPA will not be liable for the completeness or accuracy of any reports.

(III) PureCPA will register your Visitors and track their activity, and will calculate the amounts payable to the Publisher in accordance with the applicable payment plan. PureCPA reserve the right to require the Sites to refuse new Visitors or to close the accounts of existing Visitors if necessary in our sole discretion in order to comply with any requirements we may periodically establish, including without limitation with regard to Fraud, unlawful activity, breach of the respective Site’s terms and conditions of use, or otherwise.

(IV) PureCPA will provide the Publisher on an ongoing basis with special promotional materials and resources (other than the standard Marketing Tools) that will aid the Publisher in directing Visitor traffic to the Advertisers.

(V) PureCPA will make payments to the Publisher in accordance with the applicable payment plan, as set forth in detail below.

(VI) All telephone conversations between the Publisher and any of PureCPA staff may be recorded, and the Publisher hereby consents to such recording. Any recordings will be treated in the strictest confidence and may be used by PureCPA in events of misunderstanding or dispute.

(VII) PureCPA is committed at all time for secrecy and confidentiality of the Publisher identity and information. However, PureCPA shall be entitled to inform relevant authorities, online operators, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and the Publisher will cooperate fully with PureCPA to investigate any such activity.

6. PUBLISHERS RIGHTS AND OBLIGATIONS

By registering with PureCPA

(I) The Publisher warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the PureCPA Interface.

(II) Parties subject to turnover tax are under obligation to submit to PureCPA, as part of the contact details, their tax payer identification number issued by their local tax authority or the VAT identification number.

(III) The Publisher undertakes to keep the access data selected at registration (username and password) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be enabled to use the access data. Publishers who have reason to assume that third parties have become aware of their access data must inform PureCPA without delay in writing or by e-mail sent to info(at)purecpa.com

(IV) Displaying Advertisements on Advertising Spaces

(V) Publishers must hold the required rights of the Advertising Space.

(VI) By applying to an Advertiser program and incorporating the advertisement into their Advertising Space, Publishers warrant that their Advertising Space and the advertising activities as a whole:
(a) Do not infringe any rights of third-parties (in particular, without limitation, copyrights, trademark rights, personal rights or similar rights).
(b) Do not violate any other provisions of the law (in particular competition law), do not endanger the democratic constitution, do not glorify violence, are not racist, pornographic or liable to corrupt youth, or unfit to be made generally accessible.

(VII) The Publisher must respect the prohibition of unsolicited advertisement (“Spam”) when sending e-mails containing Ad Media. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should PureCPA so request, Publishers must provide written evidence of such consent has been granted.

(VIII) Advertising Activities in General
The Publisher must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser's competitors ("brand bidding"), unless the respective Advertiser has expressed his permission.

(IX) Technical Intrusion into the PureCPA Network
The Publisher hereby undertakes to refrain from attacks of any kind on the PureCPA Network. Attacks are, without limitation, defined in particular as attempts made to overcome or circumvent the security mechanisms of the PureCPA Network or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the PureCPA Network or individual participants in the PureCPA Network.

(X) The Publisher is responsible for promoting the Advertisers on an active, continuous and on-going basis. Among the Publisher’s duties and obligations, the Publisher shall implement reviews, promotions, banners, tracking URLs (i.e. Advertiser text links), progressive tickers, software, information, images, sounds, and other marketing materials provided by PureCPA (collectively, the “Marketing Tools”) as well as related emails and other relevant communications. The Publisher can present these materials on websites, in emails and in print but at its own responsibility and cost.

(XI) PureCPA reserves the right to approve all content in respect of any one or more of the Advertisers which are promoted on the Publisher's website. PureCPA reserves the right to terminate this Agreement should the Publisher use unsuitable and unauthorized content as defined in this Agreement.

(XII) The Publisher is responsible for ensuring that all Marketing Tools and Advertiser’s related information on its site are current, accurate and updated. Upon receipt of notice from PureCPA, the Publisher has five (5) business days to implement all the related updates and corrections. PureCPA reserves the right to terminate this Agreement should the Affiliate:

(a) fail to complete the updates in a timely manner,

(b) continuously utilize and promote outdated Advertiser’s related information and banners in a manner that is blatant, unreasonable and/or harmful to PureCPA and/or the Advertiser, or

(c) defame, disparage or discredit PureCPA or any Advertiser through false or misleading advertising, written or spoken words.

7. PAYMENTS AND COMMISSIONS TERMS

(I) Subject to the other provisions of this Agreement, PureCPA shall credit the Publisher Account with a Payout for each qualifying Transaction on the basis of the Advertiser's Payout rate and Program terms for the relevant Transaction. PureCPA shall pay any amounts due to Publisher using wire transfer or check approximately 40 days after the end of each month, provided only that PureCPA may, at its discretion, withhold payments until such time as the Advertiser has paid PureCPA for any Program. PureCPA will not be obligated to make payment of any Payouts for which PureCPA has not received payment from the relevant Advertiser of all monies due to PureCPA (including for all Payouts due from the aforementioned Advertiser to all of the aforementioned Advertiser's Publishers). PureCPA reserves the right to reduce any payments due to Publisher because of any offsets made by Advertisers for invalid events, technical errors, tracking discrepancies or similar events that produce invalid results. PureCPA shall compile, calculate and electronically deliver to Publisher the data required to determine Publisher's billing and compensation. If PureCPA is notified of a dispute PureCPA will withhold funds until the dispute is resolved, in accordance with the dispute resolution. PureCPA reserves the right to reduce any processing fees associated with the Publisher's payment. Any questions regarding the data provided by PureCPA must be submitted in writing by Publisher to PureCPA within 10 business days of receipt. In the absence of any such question, the information will be deemed accurate and accepted as such by Publisher. All amounts will be paid in US dollars or Euros. Minimum payment using wire transfer is 1000.00 USD. Minimum payment using check is 500.00 USD. Processing fees will be deducted from Publisher commissions balance. If Publisher does not earn the minimum amount in a month, the balance will be carried forward until such time as the minimum amount is earned or until this Agreement is terminated by either party. Publishers are responsible for ensuring that their payment information is current in their PureCPA account details in order to receive payment.

(II) The Publisher recourse for any earned Payouts not paid to it shall be to make a claim against the relevant Advertiser(s), and PureCPA disclaims any and all liability for such payment. The Publisher may elect to receive payment in any of the currencies that PureCPA supports (as may be amended by PureCPA). The conversion rate shall be determined in accordance with PureCPA's operating standards using the rates prevailing upon the date that payment is made to the Publisher, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by PureCPA, shall be final and binding on the Publisher.

(III) Charge-backs - An Advertiser may apply, or PureCPA may apply, a debit to the Publisher Account in an amount equal to a Payout previously credited to the Publisher Account in circumstances of : (a) product returns; (b) duplicate entry or other clear error; (c) non-bona fide Transactions; (d) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; or (e) Publisher failure to comply with Advertiser's Program terms or other agreement with Advertiser ("Charge-back"). Charge-backs may be applied to the Publisher Account at any time, including previous payment cycles.

(IV) Dormant Accounts - If the Publisher's Account has not been

credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period ("Dormant Account"), a dormant account fee at PureCPA's then-current rate shall be applied to the Publisher's Account each calendar month that the Publisher's Account remains an open yet Dormant Account or until the Publisher Account balance is reduced to zero at which time the Account will be deactivated. Transactions will not be taken into consideration if the Transaction subsequently becomes a Charge-back.

(V) Negative Accounts - The Publisher may have a negative balance if its Account is debited amounts equivalent to previous Payouts for Charge-backs and it does not have an adequate Account balance to cover the Charge-back amounts. When the Publisher has a negative balance, it must immediately remit payment to PureCPA in an amount sufficient to bring its Account to a zero balance, or its Account is subject to 1.5% interest per month, compounded monthly.

(VI) Payment Plan – the Commissions of each advertiser program can be viewed in the PureCPA interface. Publishers have no claim to any further compensation of expenses or costs.

The entitlement to payment of the Commissions is constituted by the following premises:

• A business transaction between a customer and an Advertiser has been effected via the Advertising space;
• The business transaction has been tracked by PureCPA;
• The advertiser has confirmed the business transaction and has released the remuneration ;
• There has been no misuse by the Publisher of the General Business Terms and Conditions for Publishers.

8. TERM AND TERMINATION OF AGREEMENT

(I) Term - This Agreement shall commence upon the Publisher's indication that it has accepted this Agreement in providing the required information and 'clicking through' the acceptance button on the PureCPA Web site and shall remain in force until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon seven (7) days notice. PureCPA reserves the right to terminate this Agreement and Publisher's right to use or receive any services or benefits including residuals relating to the PureCPA program forthwith if Publisher breaches any term of the Agreement, this being at PureCPA's sole discretion. The Publisher Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated due to a breach on the part of the Publisher, the Publisher shall not be eligible to enter into a new click-through Publisher Service Agreement with PureCPA, and any attempt to do so shall be null and void.

(II) Termination by Advertiser - An Advertiser may terminate the Publisher, one of the Publisher Web sites, or the Publisher ability to use a promotional method, from the Advertiser's Program for any or no reason, upon seven (7) days written notice with effect from the 8th day by email of by submitting an alert on publishers account. Additionally, Advertiser may terminate The Publisher from the Advertiser's Program for breach of a third party's proprietary rights, and/or diluting, tarnishing or blurring an Advertiser's trademarks, trade names, and/or service marks, or for The Publisher material breach of the Advertiser's Program terms or of this Agreement.

(III) Termination or Deactivation by PureCPA - PureCPA may terminate The Publisher, one of The Publisher Web sites, or The Publisher use of a promotional method, from an Advertiser's Program, at any time in PureCPA's sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an Advertiser's Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts. PureCPA may temporarily deactivate or terminate The Publisher Account if:

(a) The Publisher or The Publisher agent are responsible for the improper functioning of Ad Content, or if the Publisher otherwise interfere with and/or fail to maintain the Tracking Code;

(b) The Publisher Account has not been logged into and/or there have been no Transactions credited to The Publisher Account for any 30 day period;

(c) The Publisher maintain a negative balance in The Publisher Account; (d) PureCPA determines the Publisher is diluting, tarnishing or blurring PureCPA's proprietary rights;

(e) The Publisher begin proceedings to challenge PureCPA's proprietary rights; or

(f) a third party (including a PureCPA Advertiser) disputes the Publisher right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on the Publisher Web site, or through any of the Publisher promotional means. Upon termination of this Agreement, or in case of deactivation of the Publisher Account, the Publisher shall no longer accrue Payouts in the Publisher Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination.

(IV) Termination of Programs and Offers - Programs and Offers may be discontinued at any time. Also Programs and traffic can be shifted to others at any time due to:

• Having completed the quota of the users agreed with the advertiser.
• Having not received payment from Advertiser as agreed.

(V) Post-termination - Upon termination of this Agreement, any outstanding payments shall be paid by PureCPA to The Publisher within ninety (90) days of the termination date, and any outstanding debit balance shall be paid by The Publisher to PureCPA within thirty (30) days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permission granted under this Agreement will terminate, and The Publisher must immediately remove all Links to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination. All representations and warranties made by Publisher and all remedies available to PureCPA survive the termination of this Agreement.

9. LIMITATIONS ON USE

• Only individuals aged 18 years or over, partnerships comprised of such individuals, or other lawfully formed entities may participate in this service. Publisher must provide PureCPA with up-to-date, complete and accurate contact information, including name, street address, telephone number and e-mail address. As all notifications to Publisher will be sent electronically, it is Publisher's responsibility to monitor and respond to e-mail messages sent to the address provided to PureCPA.

(II) Publisher must use its own website and identity in the sign-up process and may not assume a false or another person's or entity's identity or place Advertiser paid links on a site without authorization. Any Publisher found to be placing Advertiser paid links on an unauthorized site will be automatically terminated from PureCPA and all earnings from unauthorized sites shall be immediately forfeited. Publisher must use a username/password combination to access its account, and it is Publisher's responsibility to keep this information confidential. Publisher may change this information inside the member account area if necessary. Publisher is solely responsible for any and all use of its PureCPA account, including authorization granted to any other person or entity that may use its account. PureCPA reserves the right to terminate any member at any time without prior notice and/or pursue any legal action in the case of any fraud, system abuse or any type of activity deemed to be inappropriate, in violation of this Agreement, or illegal by PureCPA. Publisher agrees to promptly notify PureCPA by email if Publisher suspects that any clicks or Results (as defined above) are not legitimate, or if any other Publisher, Advertiser, or other user is violating any of the terms of this Agreement. Publisher agrees not to display any content or materials on its website or through the PureCPA program that infringes upon any person or entity's intellectual property or other proprietary rights, or is defamatory, libellous, obscene, pornographic, or otherwise unlawful. Publisher agrees to operate its website incompliance with all federal, state and local laws, including but not limited to the Copyright Act, the Digital Millennium Copyright Act, the Federal Trade Commission Act, and the Children's Online Privacy Protection Act. Publisher is prohibited from installing or using data-miners, parasites, scumware, keyloggers, trojans, dialers, malware, browser hijackers, tracking components, or other software on any computers accessing Publisher's website or by any other means.

(III) The Publisher represents and warrants that it will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow PureCPA to personally identify Visitors.

(IV) The Publisher must conspicuously post its privacy policy on its Web site and otherwise make it available to all Visitors. The Publisher privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose its collection and use of Visitor information. The Publisher must fully and accurately disclose its use of third party technology, including PureCPA's tracking technology, use of cookies and options for discontinuing use of such cookies.

(V) Applicable Codes and Code Maintenance - In order for PureCPA to record the tracking of Visitors' Transactions resulting from clicks on Links to Advertisers promoted by the Publisher, the Publisher must include and maintain a PureCPA Tracking Code within the Advertiser's Links. All Advertiser Links and all advertisements ("Ad Content") must be in a Marketing Service compatible format.

(VI) The Publisher shall be responsible for all usage and activity on its account and for loss, theft or unauthorized disclosure of its password (other than through PureCPA's negligent or wilful conduct or omission). The Publisher shall provide PureCPA with prompt written notification of any known or suspected unauthorized use of its Account or breach of the security of its Account.

(VII) If a Publisher sub contracts or assigns in whole or any part of this Agreement, the sub-contractor or assignee will be bound by the same terms and conditions as the Publisher. It is the responsibility of the Publisher to inform and monitor compliance of and sub-contractor or assignee. Publishers will be held responsible for non-compliance by assignees and subcontractors and are subject to all remedies provided by this Agreement, including termination of service.

10. ABOUT COMMUNICATIONS

(I) Contact in Relation to Promotions

From time to time PureCPA may contact the Publisher with information regarding specific promotions, unless the Publisher notify PureCPA otherwise, the Publisher will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into this Agreement for the duration of such promotion.

(II) Modification

PureCPA may modify any of the terms of this Agreement at any time, in PureCPA sole discretion, by either

(a) emailing the Publisher a change notice and/or

(b) by posting the new version of the Agreement on the page of PureCPA Website through which the Publisher accesses his/her Affiliate Account. Except in the case of modifications relating to fraud prevention or where there is an error in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will take effect the day of posting or sending of any such notice (whichever is the earlier). It is the Publisher responsibility to visit the Website frequently to make sure he/she is up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO THE PUBLISHER, HIS/HER ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE PUBLISHER CONTINUED PARTICIPATION IN THE AFFILIATE NETWORK FOLLOWING SUCH 2 DAYS PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

11. SPAMMING

“Spam" means emails and messages that meet any one or more of the following criteria: (a) unsolicited mailing, usually sent to a large number of addressees; (b) contains false or misleading statements; (c) does not truthfully identify the source or the originating IP Address and / or the originating email address; (d) does not contain an online and real time Remove option, (e) bundles certain software with other software, or (f) inserts icons or causes software download or installation or similar action without the consent of the addressee.

Any form of spam will result in the Publisher account being closed and all funds due being withheld. Publisher need to be aware that the Advertisers are liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from the Publisher account should the Advertiser seek recourse. In this instance the amount determined by the relative Advertiser will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by the Publisher as fair and reasonable and as agreed to by registration as an affiliate of PureCPA.

Should these expenses not be covered by funds in the Publisher account, PureCPA reserves the right to investigate other alternative means for obtaining payment including recourse to file a claim against the Publisher for unpaid amounts.

12. CONFIDENTIALITY

(I) The Publisher or PureCPA may provide the other with information that is confidential and to which that party or a third party has proprietary rights, as designated by the disclosing party or that may be reasonably understood to be subject to propriety rights and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in any case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, the Publisher must destroy or return to PureCPA any Confidential Information provided by PureCPA to the Publisher under this Agreement.

(II) The Publisher agrees that PureCPA may, but is not obligated to, provide the Publisher email address(es) and basic Publisher Account details (including but not limited to the Publisher address, phone and fax number, Web site name, the date the website or subscription email first entered into operation, and visitor demographics) to Advertisers. PureCPA may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which the Publisher referred such Visitor, and to any third party in PureCPA's sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement. PureCPA reserves the right to be able to utilize Tracking Code data provided to it, which may include: information about the Publisher performance statistics, to analyze Marketing Service trends, monitor Marketing Service efficiencies, maintain the integrity of the tracking code, promote Marketing Service capabilities and efficiencies, and promote the Publisher and its Web performance to Advertisers.

(III) As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:

(a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or

(b) may receive hereunder from the other.

Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:

(c) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;
(d) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and
(e) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.

The foregoing restrictions shall not apply to information that:

(f) is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;

(g) the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;

(h) is received from a third party without restriction and without breach of this Agreement;

(i) was independently developed by the recipient as evidenced by its records; and

(j) the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section 4 shall survive the termination of this Agreement.

13. RIGHTS OF USE

(I) The information and the data obtained in the course of participation in the PureCPA Network may only be used in connection with the PureCPA Network. Forwarding such information or data to third parties and using them for any other purposes is prohibited.

(II) Publishers must not modify the Ad Media and their source codes, neither visually nor technically nor with regard to their content, nor are they allowed processing the Ad Media and their source codes in any other way, unless the respective Advertiser has previously granted his written consent.

(III) The PureCPA Network and its applications are protected under copyright law and other statutory provisions.

(IV) PureCPA hereby grants to the Publishers the revocable, non-exclusive, non-transferable right to use the PureCPA Network applications as well as the data contained therein, provided that this use complies with the stipulations of the law and takes place exclusively within the context of participating in the PureCPA Network. In case of a termination of this Agreement – regardless the reason - the right of use set forth above will be revoked.

(V) Publishers will not be granted any further rights of use. In particular, Publishers are not entitled to transmit the applications or the data contained therein to third parties, nor are they entitled to allow third parties to access such applications or data, nor may they modify or otherwise process such applications or data, incorporate them into another work, or use them in order to create data bases and/or information services of their own.

(VI) This license cannot be sub-licensed, assigned or otherwise transferred by the Publisher. Publisher’s right to use the marks is limited to and arises only out of this license to use the banners. Publishers shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice PureCPA's or PureCPA's licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

(VII) PureCPA reserves the right to revoke this license at any time and it shall have been deemed revoked at the termination of this agreement, for whatsoever reason.

14. INDEMNITY

Publisher will defend, indemnify, and hold PureCPA and PureCPA's affiliates, directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with

(a) any breach by Publisher of any warranty, representation, or agreement contained in this Agreement;

(b) the performance of the Publisher duties and obligations under this Agreement; and

(c) any claim or demand relating to the development, operation, maintenance, or contents of the Publisher site.

(d) the Publisher negligence,

(e) Fraud Traffic attributable to the Publisher or the Publisher Visitors or

(f) any injury caused directly or indirectly by the Publisher negligent or intentional acts or omissions, or the unauthorised use by the Publisher of the Affiliate Panel, Sites, Services, Participating Marks, Marketing Materials and the Affiliate Network.

15. NO WARRANTIES

THE FOLLOWING DISCLAIMERS APPLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW: NOTWITHSTANDING ANY TERM IN THIS AGREEMENT TO THE CONTRARY: (I) PURE CPA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ADVERTISERABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (II) PURE CPA DISCLAIMS ANY WARRANTY THAT (a) THE PURE CPA PROGRAM WILL NOT BE INTERRUPTED OR FREE OF ERRORS, (b) THAT DEFECTS WILL BE CORRECTED, (c) THAT THE PROGRAM IS VIRUS FREE, (d) THAT THE SECURITY METHODS USED BY PURE CPA WILL NOT BE COMPROMISED, AND (e) THAT THE TRAFFIC RECEIVED BY ADVERTISERS WILL BE LEGITIMATE TRAFFIC.

16. LIMITATION OF LIABILITIES

(I) PureCPA shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of the participants' software or hardware or their incompatibility with the PureCPA system; PureCPA shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.

(II) Apart from that, PureCPA shall be held liable only under the following circumstances, regardless of the legal grounds:

(III) If one of its legal representatives or executives or other vicarious agents has acted intentionally or grossly negligently;
(a) In the event of any culpable breach of an essential contractual duty of delayed performance or the impossibility of performance, in each case based on the respective merits. The expression "essential contractual duty" describes a duty in the abstract, the fulfilment of which is an essential pre-requisite for the due implementation of the agreement, and that is a duty on whose fulfilment the respective other party can rely as a general rule.
(b) In the event of liability pursuant to Clause (II), this shall be limited, for financial losses and damages to property, to the amount of the typically foreseeable loss.

(IV) The above limitations of liability do not apply to cases of mandatory statutory liability, in particular liability under product liability law, liability for a guarantee that has been assumed, and liability for intentional or negligent injury to life, limb or health.

(V) LIABILITY

The Publisher acknowledges that PureCPA does not advocate or endorse the purchase or the use of any services offered by the Advertiser through the Advertiser's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Advertiser represents and warrants that:

(a) The Advertiser has the right to enter into this Agreement and to grant the rights and licenses granted herein; and

(b) The Advertiser's software, and the reproduction, distribution, transmission, public performance and public display of the Advertiser's Material in connection with the Publisher site, do not:

(c) invade the right of privacy or publicity of any third person; or

(d) contain any libelous, obscene, indecent or otherwise unlawful material.

The Publisher represents and warrants that:

(e) the Publisher has the right to enter into this Agreement;

(f) the Publisher site does not, and the reproduction, distribution, transmission, public performance and public display of the Publisher Materials as permitted herein, do not:

(g) invade the right of privacy or publicity of any third person,

(h) contain any libelous, obscene, indecent or otherwise unlawful material, or

(i) infringe any patent, copyright or trademark right in any jurisdiction; and

(j) the Publisher has received no notice of such invasion, violation or infringement of rights.

17. MISCELANEOUS

(I) Applicability - This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labour disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the PureCPA website Advertiser interface are explicitly bound by this Agreement.

(II) Governing Law - This Agreement shall be governed by the laws elected by PureCPA and the Parties irrevocably agrees to submit, to the exclusive jurisdiction of the competent courts. The United Nations Convention on the International Sale of Goods shall not apply to any dispute arising out of or in connection with this Agreement.

(III) Authority to Enter into Agreement - By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.

(IV)Language - This Agreement is drafted in the English language. If this agreement is translated into another language, the English language text shall in any event prevail.

(V) Notices - Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via e-mail or facsimile: (a) to PureCPA at: info @purecpa.com and/or via facsimile to

+ 34-91-181-73-35 and, (b) to Publisher, at the address, e-mail or facsimile number listed on the Publisher Account. Notices shall be effective upon a facsimile confirmation, the notified party's actual receipt (or refusal to accept to receipt, if applicable), or five (5) days after the date of mailing.

(VI) Relationship of the Parties - Publisher and PureCPA are independent contractors, and nothing in this Agreement will create any joint venture, agency, franchise, sales representative, or employment relationship between the parties. Publisher has no authority to make or accept any offers or representations on behalf of PureCPA. Publisher will not make any statement, on its Website or otherwise, that reasonably would contradict anything in this section.

(VII) Independent Investigation

(a) THE PUBLISHER WARRANTS THAT HE/SHE HAS PERFORMED HIS/HER OWN DUE DILIGENCE AND INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITES, BRANDS AND SERVICES.

(b) Independent Research

THE PUBLISHER UNDERSTANDS THAT LAWS MAY VARY FROM CITY TO CITY, AND COUNTRY TO COUNTRY. THE PUBLISHER WARRANTS THAT HE/SHE HAS INDEPENDENTLY EVALUATED AND REVIEWED THE LAWS THAT APPLY TO HIS/HER ACTIVITIES AND BELIEVE THAT THE PUBLISHER MAY PARTICIPATE IN PURE CPA AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

(VIII) No Fraud - PureCPA has zero tolerance for inappropriate conduct and fraudulent activity. The Publisher will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. The Publisher will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that the Publisher believes or should reasonably believes to potentially involve Fraud, or any act or traffic that PureCPA informs the Publisher is suspected by PureCPA, in its discretion, to involve or potentially involve Fraud.

(IX) GOOD FAITH

The Publisher will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes PureCPA or the Advertiser harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to Advertiser's site via the Publisher link, PureCPA retains the right to retract the commissions paid to the Publisher at any time. PureCPA decision in this regard will be final and no correspondence will be entered into. PureCPA reserves the right to retain all amounts due to the Publisher under this Agreement if PureCPA has reasonable cause to believe that such traffic has been caused with the Publisher knowledge.

Further, should a Publisher develop a pattern of bringing in visitors that only take advantage of the Welcome Bonus and then leave the Advertiser site (known as "Bonus Hunters"), PureCPA reserves the right to suspend the Publisher account without prior communication until further notice. Again, PureCPA reserves the right to retain all amounts due to the Publisher under this Agreement if PureCPA has reasonable cause to believe that such Bonus Hunter traffic has been caused with the Publisher knowledge.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE PUBLISHER) AND PURE CPA. BY SIGNING UP TO PURE CPA YOU AGREE TO HAVE AN UNDERSTANDING OF THESE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CAN NOT PARTICIPATE IN THE MARKETING SERVICE UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.