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CPA Response (referred to as "us" or "we") provides the products and services offered at http://www.cparesponse.com (together referred to as this "site"). Your use of this site is subject to your compliance with all the terms, conditions, and notices contained or referenced herein (referred to as "terms"), as well as any other written agreement between us and you. In addition, when using this site, users shall be subject to any posted guidelines or rules applicable to such services or materials on this site that may contain terms and conditions in addition to those in these terms. All such guidelines or rules are hereby incorporated by reference into these terms. By completing the registration process and/or using this site, your hereby agree to be bound by these terms. If you do not wish to be bound by these terms, please exit the site now and discontinue using any products and/or services offered by this site. Your agreement with us in regard to compliance with these terms is effective immediately upon commencement of your use of this site.

These terms are effective as of December 8, 2006. We reserve the right to change these terms at any time. Please review these terms periodically. Your continued use of the site following the posting of changes and/or modifications will constitute your acceptance of the revised terms and the reasonableness of these standards for notice of changes. References to our "Partners" in these terms include our owners, subsidiaries, officers, directors, suppliers, partners, sponsors, and advertisers, and includes without limitation all parties involved in creating, producing, and/or delivering this site and/or its contents.

In order to access some of the services on this site, a separate account and password is required, which can be obtained only by completing our online signup form, which requests certain information and data (referred to as "signup data"). Maintaining and updating your signup data as required and is required and is hereby a condition of continued authorization to use of this site. By registering, you agree that all information provided in the signup data is true, current, complete and accurate and that you will maintain and update this information as required. You agree that your registration constitutes an agreement between us and you that is subject to compliance with theses terms.

All web sites, newsletters, companies, or individuals need official approval from us before they can become an Affiliate, Advertiser or Publisher (collectively referred to as "affiliate"). Only web sites and newsletters that have been reviewed and approved are permitted to use the programs. We reserve the right to withhold or refuse approval of any web site, newsletter, company, or individual for any reason, at our sole discretion.

In order to be eligible for affiliate "Leads Program" approval, all web sites and newsletters must meet the following criteria:

In order to be eligible for affiliate "Click Program" approval, all web sites and newsletters must meet the following criteria:

Affiliate agrees not to carry objectionable materials on their web site which would revoke their affiliation as determined by us. Affiliate will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text, unless expressly approved in writing from us. Violation of this forfeits the affiliate's commissions. Affiliate WILL NOT spam or send unsolicited email mentioning or promoting the affiliate programs. Any violation of this will result in the affiliate being liable for damages of $1.00 per email sent and other damages as deemed by a court of law.

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

Subscribers and Subscriber's publishers must meet the minimum basic requirements listed here to qualify to use the CPA Response Service.

1. No Unsolicited Commercial Email - Spam. We does not permit spam or forced opt-in when using our code;
2. No Racial, ethnic, political, hate-mongering or otherwise objectionable content;
3. No Software Pirating (e.g., Warez) or Hacking;
4. Using CPA Response URLS in emails is prohibited;
5. Compliance with the rules, regulations, and laws of each applicable country and/or province where Subscriber and/or Subscriber's publishers conducts business is required.

WE ACTIVELY MONITOR ALL AFFILIATE TRAFFIC FOR FRAUD. IF WE DETECT POTENTIAL FRAUDULENT ACTIVITY ASSOCIATED WITH AN AFFILIATE'S ACCOUNT, THE ACCOUNT WILL BE MADE INACTIVE PENDING FURTHER INVESTIGATION. WE RESERVE THE RIGHT TO DEFINE FRAUDULENT AT OUR SOLE DISCRETION.

If we determine that an affiliate fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation, such as pre-population of forms or mechanisms not approved by us, then the affiliate's account will be forfeited with all commissions for all programs and the account will be terminated. In the event that your account is associated with fraudulent activity, it is your OBLIGATION to prove to us that you are NOT committing fraud. You agree that we may hold all payments in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

• Have click-through rates that are much higher than industry averages and where solid justification is not evident;
• Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
• Have shown fraudulent leads as determined by our clients;
• Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.

The commission payment that is generated to the affiliate varies per registered subscriber to the programs offered and/or per commission level. This commission payment is made approximately 60 days after the end of the month and after receiving payment from the Advertiser. Delinquent Advertiser payments received by us will be credited to the affiliate in the month that they are received. We do not guarantee payment to the affiliate if the Advertiser does not pay us.

Commission payment totals must exceed the amount specified in Affiliate Agreement for each campaign, otherwise this payment will not be made until the minimum commission payment amount is reached.

We reserve the right to terminate any affiliate account for any reason whatsoever at our sole discretion. In the event that your account is terminated, you will be notified via e-mail and the termination will be effective immediately. All legitimate moneys due at the time of termination will be paid during the next billing cycle. If you defraud the system, then payment is revoked at our sole discretion.

You guarantee that all content, products, and services on your web site are legal to distribute and that you own or have the legal right to use any and all copyrighted material. Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by third parties. These sites may contain information or material that some people may find inappropriate or offensive, which are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.

You agree not to access, reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of this site. By accepting these terms, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is not for resale. You are only permitted to use the content as expressly authorized by us or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site, except for a single copy made for personal use only. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Your affiliate membership plan is solely for your use. You agree that you will not provide access to this site to non-paying users through your account, and that you are fully responsible for all activities under your password or account. We will not be liable for any loss or damage arising from such activities, and we reserve the right to terminate your access to this site with or without notice.

For certain online marketing campaigns that require service plan tenure before a premium is earned, your service fee for the first month will need to be processed before your service plan is deemed eligible.

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FORGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR PARTNERS WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

THIS SITE MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING BUT NOT LIMITED TO THE PRICE STRUCTURE AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

THROUGH YOUR USE OF THE SITE, YOU MAY HAVE THE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER USERS AND VENDORS. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY MERCHANDISE OR SERVICES OFFERED BY ANY PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES, MAINTENANCE AND DELIVERY TERMS RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OR PURCHASER OF SUCH MERCHANDISE AND SERVICES AND YOU. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR OUR PARTNERS.

CONTENT AVAILABLE THROUGH THIS SITE OFTEN REPRESENTS THE OPINIONS AND JUDGMENTS OF AN INFORMATION PROVIDER, SITE USER, OR OTHER PERSON OR ENTITY NOT CONNECTED WITH US. WE DO NOT ENDORSE, NOR ARE WE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF, ANY OPINION, ADVICE, OR STATEMENT MADE BY ANYONE OTHER THAN AN AUTHORIZED SPOKESPERSON SPEAKING IN HIS/HER OFFICIAL CAPACITY.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THESE TERMS AND CONDITIONS OF USE AND YOUR USE OF THIS SITE SHALL BE LIMITED TO THE AMOUNT YOU PAID US FOR THE SERVICES ON THE SITE DURING THE ONE MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE LIABILITY.

IN NO EVENT SHALL WE OR OUR PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTION THROUGH THIS SITE, INCLUDING, WITHOUT LIMITATION, THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

You irrevocably covenant, promise and agree to defend, indemnify and hold us and our partners harmless from all liabilities, claims, and expenses, including attorney's fees that arise from copyright, slander, libel, and trademark violation as well as all other liabilities, claims and expenses, including attorney's fees that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

If you should violate these terms or refuse to take part in your responsibilities as an affiliate of our site, or if you commit fraudulent activity, we reserve the right to withhold payment and take appropriate legal action to cover our damages.

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

You acknowledge that we may establish general practices and limits concerning use of the services available on our site, including without limitation the maximum number of days that uploaded content will be retained on the site, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. You acknowledge that we reserve the right to log off accounts which have not paid a subscription fee that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

We provide storage space and access for material through our site. For purposes of these terms, "material" refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos and ad copy), executable programs, video recordings, and audio recordings. You may not use this site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described "Eligibility Requirements" above. You are solely responsible for any information contained in your online offerings. However, if complaints are received regarding language, content, graphics or potential fraudulent material contained in your offerings, we may, at our sole discretion, remove the materials hosted on our servers and terminate your service. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

This site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the site, you should not rely on the site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or signup data.

Software available on or through this site is subject to United States Export Controls. No software from this site may be downloaded or exported (i) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (ii) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

This site (excluding any linked sites) is controlled by us from our offices within the city of Burlington in the State of Vermont, in the United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Vermont by accessing this site both of us agree that the statutes and laws of the State of Vermont, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. We and you each agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Vermont and the United States District Court for the District of Vermont with respect to such matters.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

These terms and conditions constitute the entire agreement and understanding between us and you concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These terms may be modified from time to time by us, but may NOT be altered, supplemented, or amended by the use of any other document(s) submitted by you. Any attempt by you to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us.

We reserve the right to change any conditions of this contract at any time. Change notices are sent to affiliates by email, and affiliates are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of the affiliate to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract.

To the extent that anything in or associated with this site is in conflict or inconsistent with these terms, these terms shall take precedence.

In any action to enforce these terms, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our partners must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these terms to any third party, and any purported attempt to do so shall be null and void. We may free assign our rights and obligations under these terms without your consent.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

You must be 18 years or older to sign up as an affiliate of CPA Response.

Any failure by us to enforce or exercise any provision of these terms or related rights shall not constitute a waiver of that right or provision.

Except as explicitly noted on this site, the services available through this site are offered by CPA Response. Our email address is info@cparesponse.com.