Terms and Conditions

Please closely read the following Terms and Conditions which will govern your registration and participation in WORLD WIDE TRAFFIC LTD.`s («Company» or «Us») Sub-Affiliate Program (the «Sub-Affiliate Program» or «Program»). Please note that our Terms and Conditions may be changed at any time. Any changes become effective when posted at Cpalab.biz (the «Website»).

CPA lab Publisher Terms and Conditions (the “Agreement”) is a legal agreement between CPA lab and Publisher.

By registering in the Advertising Program Publisher confirms that Publisher has read, acknowledges and agrees to all the terms and conditions of this Agreement.

If a person is entering into this Agreement on behalf of a business entity, by doing so, he/she represents that he/she has the legal capacity and authority to bind such business entity to this Agreement.

By accepting this Agreement, Publisher agrees that CPA lab’s Privacy Policy , as it exists at any relevant time, shall be applicable to Publisher.

This Agreement starts upon CPA lab approves Publisher’s application for the participation in the Advertising Program and confirms Publisher’s Account by sending a confirmation email to Publisher:

Definitions
“Agreement”
means these CPA lab Publisher Terms and Conditions.
“CPA lab”
means a Maltese company WORLD WIDE TRAFFIC LTD whose company registered number is C81179 and registered address is at 102, Suite 2, St. Catherine Street, Attard, ATD 2605, Malta
“Publisher”
means an individual or a business entity, approved by CPA lab as a participant of the CPA lab Advertising Program, and whose name and address are specified in the Account with CPA lab.
“Advertising Program”
means CPA lab’s proprietary web-based advertising platform, accessible at http://cpalab.biz/ or at any other website or mobile application provided by CPA lab.
“Media”
means (i) websites, social media groups, accounts or channels owned, controlled or operated by Publisher; and/or (ii) email campaigns, social networks campaigns, search engine advertising campaigns or other campaigns run by Publisher in compliance with this Agreement.
“Tracking URL”
means a unique URL which directs Leads and New Customers to the Advertiser's destination and serves to attribute a particular Lead or New Customer to Advertiser according to this Agreement.
“Creatives”
means graphic and textual materials and/or other creative materials promoting Advertiser, its brand(s), products and/or its services, which Publisher may display on Media.
“Advertiser”
means a person who has entered into an advertising agreement with CPA lab with the purpose to promote certain brand(s), products and/or services and who has placed an Offer(s).
“Offer”
means terms and conditions set out by Advertiser for each advertising campaign, which are binding on Publisher for as long as Publisher distributes the Ads in promotion of such campaign(s).
“Ad”, “Ads”
means a banner, text, post or any other type of online advertisement that includes Creatives, contains a link to the Advertiser’s landing page, mobile application or Advertiser’s other destinations, including Tracking URL, and is placed and displayed by Publisher on its Media.
“Lead”
means a potential customer introduced by Publisher to Advertiser who has performed certain actions (e.g. filled-out a form or an opt-in email address) specified in the relevant Offer and who is seeking to legitimately use advertised products or services.
“New Customer”
means an individual, an internet user without a prior or existing account with Advertiser, who (i) is permitted under applicable law to use the services offered by Advertiser, (ii) during the term of the applicable Offer accesses Advertiser websites or other destinations specified in the applicable Offer after being directed through Publisher’s Tracking URL from Publisher’s Media, (iii) completes the applicable registration process, (iv) agrees and accepts Advertiser’s terms of use and/or other agreements, (v) opens a new user account with Advertiser (after such user’s identity and age have been verified, and such user has been accepted as a customer by Advertiser), (vi) makes the required minimum deposit in such account and/or performs other actions set out in the applicable Offer, and (vii) such account and/or payment has not been cancelled, terminated, refunded or charged back; provided other applicable terms, conditions and requirements of this Agreement and the relevant Offer have been met.
“Remuneration Model”
means a specific Remuneration payment mechanism (CPA, CPL, Revenue Share or their combination) as stated in the Offer and Publisher’s Account in regard to each Offer accepted by Publisher.
“CPA”
means cost per acquisition of New Customer.
“CPL”
means cost per Lead, a pricing method when Publisher is paid a one-time fixed fee per Lead.
“Revenue Share”
means a Remuneration Model when CPA lab pays Publisher a share of net revenue earned and actually received by Advertiser resulted from a New Customer, subject to all requirements, restrictions and provisions of this Agreement and the relevant Offer.
“Hybrid”
means a Remuneration Model that combines features of CPA and Revenue Share pricing methods.
“Fraud”
means, by way of example, (i) actions that result in duplicate Leads or New Customers, (ii) encouragement of bonus abuse on the part of a New Customer, (iii) actions that involve or lead to, or use of fraudulent information, expired authorizations, non-sufficient funds, bank processing errors, duplicate billing, identity theft or card fraud, (iv) chargeback or refund executed by a New Customer in relation to their initial deposit, (v) collusion on the part of a New Customer with any third party on the Advertiser’s website or other destination, (vi) opening of an account with Advertiser in breach of the terms of this Agreement, the applicable Offer and/or of the agreements with Advertiser, (vii) offering or providing by Publisher or any third party of any incentives, including without limitation when a Leads or New Customer is promised or offered any form of compensation or rakeback for visiting Advertisers’ destinations, using Advertiser’s products or services, performing actions, becoming a registered user, etc., (viii) creating or using a single link intended to be used by a single user; (ix) generation of Leads by use of automated crawlers, robots, scripts, automated redirects, spiders, software, scrapers, frames, iframes, scripts, “refreshing” of pages or other mechanical, artificial or fraudulent means, (x) use of deceptive methods to encourage a person to click on the Ad and/or to perform actions and (xi) any other act by Publisher, Lead or New Customer which is reasonably understood to have been committed in bad faith against CPA lab and/or Advertiser regardless of whether or not such action has resulted in any type of harm or damage to them.
“Marks”
means trademarks, service marks, brand names and other designations of Advertiser or of its products, goods or services.
“Referring Publisher”
means a Publisher who may refer prospective Publishers to CPA lab pursuant to the terms of Section 7 of the Agreement and has been approved by CPA lab as such at CPA lab’s sole discretion.
“Referred Publisher”
means a person without a prior or existing account with CPA lab, who (i) has completed the applicable registration process, (ii) has agreed and accepted this Agreement, (iii) is accepted by CPA lab as a Publisher, (iv) has been in compliance with this Agreement and/or applicable laws and (v) has an existing Agreement with CPA lab.
Enrollment in Advertising Program and Publisher’s Account

In order to become Publisher and to participate in the Advertising Program a person shall submit an application and to register for an Account with CPA lab (“Applicant”).

An individual may apply only if he/she is 18 years of age or over (or such other higher minimum legal age in Publisher’s country) and it is legal for him/her to do so according to the laws that apply in his/her country.

Applicant can open an Account with CPA lab by entering its valid email address and login name, and choosing a password (collectively - “Login Details”), and other information such as Applicant’s:

  1. first and last name or company name,
  2. full address,
  3. Skype/other messengers ID and/or phone number,
  4. information about Publisher’s Media (e.g. valid domain name of the website Publisher owns or operates),
  5. payment details,
  6. VAT ID number (for the EU legal entities), and
  7. all other information requested by CPA lab in order to complete the application review.

After CPA lab reviews Applicant's application, CPA lab will notify Applicant of its acceptance or rejection to the Advertising Program. CPA lab may accept or reject application at its sole discretion for any reason. Applicant hereby waives any claims related to rejection of its application.

Applicant/Publisher shall ensure that information provided at or after registration is always accurate and kept up to date.

Publisher will be able to change information provided at registration by editing its Account preferences or by contacting CPA lab support team.

Publisher must not disclose its Login Details to anyone and allow anyone else to use them. Publisher is responsible for the security of its Login Details.

Everyone who identifies themselves by entering correct Login Details is assumed by CPA lab to be Publisher and all transactions where Login Details have been entered correctly will be regarded as valid and attributed to Publisher.

In the event that CPA lab discovers, or reasonably believes, that Publisher has opened more than one Account, in addition to any other rights that CPA lab may have against Publisher, CPA lab reserves the right to suspend duplicate Accounts without any notice until all the details and balances belonging to Publisher are consolidated. All other Accounts will be terminated leaving a single active Account for Publisher to use.

It is Publisher’s sole responsibility to ensure that at all times it complies with the laws that govern Publisher’s activities and that Publisher has the complete legal right to participate in the Advertising Program.

Offers and Campaigns

Subject to the terms, limitations and conditions herein, CPA lab provides Publisher with an access to Advertiser’s Offers.

Publisher will be able to start its advertising campaign with respect to each Offer provided that (i) CPA lab, at its sole discretion, has approved Publisher for this particular Order, and (ii) Publisher has accepted the terms and conditions of the Order.

Publisher understands and acknowledges that CPA lab is an affiliate of Advertisers, and Publisher is a sub-affiliate of CPA lab; therefore, Publisher is subjected to the terms of Advertisers' Orders and must conform and comply with each accepted Order.

The terms and conditions of each Offer accepted by Publisher when participating in the Advertising Program is binding on Publisher. An Offer may include:

  1. Start and end date;
  2. Targeting (e.g. demographic (gender, age) and/or geographic targeting), traffic (e.g. retention rate) metrics or KPI metrics;
  3. Budget;
  4. Terms of use of Creatives;
  5. Definition of a Lead or a New Customer, including specifics as for qualifying and Non-Qualifying Leads or New Customers, or calculation of net revenue;
  6. Remuneration Model, including remuneration for a Lead and/or percentage of the net revenue for a New Customer;
  7. Payment terms;
  8. Restrictions to specific promotional methods or Media, and/or to Ads; and
  9. Any other terms, requirements and restrictions determined by Advertiser.

At CPA lab’s discretion an Offer may be executed in the form of an insertion order, signed by the representatives of the parties.

Advertisers may change, modify or cancel any term and condition of their Offers, in whole or in part, at their sole discretion. CPA lab will notify Publisher within 10 calendar days of receipt of the change (cancellation) notice from Advertiser.

In case of conflict of this Agreement and the applicable Offer, the terms and conditions of the Offer shall prevail.

Publisher’s breach of any terms and conditions of an Offer constitutes Publisher’s breach of this Agreement.

Publisher agrees to work in full transparency with CPA lab and Advertisers, and agrees to provide CPA lab and Advertisers with all applicable information regarding Publisher’s activities, including without limitation, the promotional methods used in order to promote and direct traffic to Media and/or to Ads.

Rights Granted to Publisher. Tracking URLs and Creatives Provided to Publisher

CPA lab will make available to Publisher Tracking URLs and may provide Publisher with (i) resources, guidelines, support, technical and integration assistance relating to Publisher’s use of the Advertising Program, and (ii) Creatives, which can be integrated into Ads and which Publisher shall or may display (depending on the requirements set out in the applicable Offer) on Media subject to terms and conditions of the relevant Offer and this Agreement.

CPA lab grants Publisher a nonexclusive, nontransferable, revocable right, during the term of its participation in the Advertising Program and subject to the limitations set forth in this Agreement (i) to promote Advertiser’s brands, products or services to Publisher’s audience, users, prospects and customers in accordance with this Agreement, and (ii) to place Tracking URLs and Creatives on Ads and Media in accordance with this Agreement, solely for the purpose of promoting Advertisers’ brands, products or services.

Publisher may not alter, modify, manipulate or create derivative works of the Creatives or any CPA lab’s or Advertiser’s graphics, creative, copy or other materials owned by, or licensed to CPA lab or to Advertisers in any way, unless Publisher has received prior written consent from CPA lab to do so. Publisher is only entitled to use these materials, in accordance with this Agreement.

Publisher may not modify Tracking URLs.

In the event that CPA lab determines that Publisher’s use of Tracking URLs and Creatives is not in compliance with this Agreement, CPA lab shall be entitled to take such measures as to make Tracking URLs used by Publisher inactive and require Publisher to immediately stop distributing Ads containing Creatives.

CPA lab may change, suspend, alter, modify or discontinue any aspect of Tracking URLs and Creatives provided to Publisher. Publisher agrees to promptly comply with any request from CPA lab to remove, alter or modify Tracking URLs and/or Creatives that is being used by Publisher as part of Publisher Program.

Publisher’s Campaigns
General

Publisher must first submit to CPA lab for review and approval Media it will be using, as well as proposed Creatives (if such Creatives are not provided by CPA lab or Advertiser). CPA lab will notify Publisher if Media and/or proposed Creatives have been approved for use or rejected as inappropriate.

If Publisher wishes to place Tracking URLs and Creatives within media or on sites other than approved Media Publisher must request and receive CPA lab’s prior permission for the placement of Tracking URLs and Creatives on such alternative media or sites. If permission is granted, such alternative media or sites shall then become Media for the purposes of this Agreement.

Publisher accepts that all Publisher’s costs in connection with Publisher’s activity under this Agreement shall be borne solely by Publisher and CPA lab shall under no circumstances participate in such costs.

Publisher shall be solely and exclusively responsible for:

  1. the accuracy, truthfulness, and appropriateness of materials posted on Media,
  2. any links, that lead from Publisher’s Media to any other website and for any content that can be found by following these links,
  3. the design, development, operation and maintenance of Publisher’s Media, and
  4. for any use of Media not operated or controlled by Publisher.

Publisher at all times must have express permission:

  1. to use third-party copyrighted or other proprietary material on Media, Ads or as a part of Creatives (if such Creatives are not provided by CPA lab or Advertiser), and
  2. to use any name, image, likeness, or other aspects of an identity of other individual (e.g. photographs or images of individuals).

CPA lab will not be responsible if Publisher use third-party copyrighted or other proprietary material, or infringe on right of publicity or personality rights in violation of the law.

Restrictions for Media/Creatives/Ads and Publisher’s Campaigns

Media (including any of their content and linked content), Creatives (if such Creatives are not provided by CPA lab or Advertiser), Ads and Publisher’s advertising, promotional and marketing campaigns under this Agreement and any Offer, including, but not limited to the activities of direction and provision of traffic of Leads or New Customers shall not at any time:

  1. target any person who is under the legal age for using Advertiser’s products and services according to the applicable law;
  2. portray children or underage person gambling or be deemed appealing to children or underage person;
  3. depict gambling as a way to success or achievement, or as a possibility of making profit;
  4. contain exaggerated claims concerning Advertiser or any of its products or services;
  5. violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
  6. display, contain or link to any material which is harmful, threatening, defamatory, abusive, hateful, obscene, sexually explicit, harassing, libelous, slanderous, injurious, promote violence, promote discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promote illegal activities, contain profanity or otherwise contain materials that CPA lab informs Publisher is considered objectionable;
  7. make any representations, warranties or other statements concerning Advertiser or any of its products or services, unless otherwise is directly set out in the applicable Offer;
  8. provide inaccurate information about Advertiser’s Marks, goods and services;
  9. misleadingly compare Advertiser’s Marks, goods and services to competitor's marks, goods and services or create confusion between Advertiser’s Marks, goods and services and marks, goods or services of its competitors;
  10. contain misleading information;
  11. refer to an individual in any manner, including by using voice, images or pictorial representations of an individual, unless prior written consent has been obtained from this individual;
  12. involve content locking;
  13. display fake errors or warnings to induce user action, including, for instance, warnings about viruses, missing codecs, and corrupt disks;
  14. be abusive or fraudulent;
  15. be likely to deceive the public; and
  16. be otherwise illegal, violate the rights of any third party or infringe upon any applicable law, including, but not limited to advertising or gambling laws and regulations of the country of Advertiser’s and CPA lab’s location and/or of the countries where Ads are displayed.
Prohibited Competitive Advertising

It is prohibited under this Agreement and Publisher shall refrain from:

  1. keyword advertising with Internet search engines by bidding on keywords referring to Advertiser’s Marks, including but not limited to Marks spelled in any possible way (including with typos, spaces, signs, symbols, in any other way or in other languages); and
  2. applying for or registration, including by but not limited to trademark or internet domain names, of any of Advertiser’s brand names, designations, Marks, designations spelled in any possible way (including with typos, spaces, signs, symbols, in any other way or in other languages), or any domain name, trade or service mark which consists or comprises word or words, logo or their parts similar to Advertiser’s brand names, domain names, designations and Marks for any goods or services in any country.
Unsolicited Email Campaigns

Publisher will not use any unsolicited or spam email, messages or notifications sent electronically through any media, channel, app or other mean of communication to distribute Ads, and Publisher will ensure that Media and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats and comply at all times with applicable anti-spam laws. Any emails, messages or notifications that are distributed by Publisher, directly or indirectly shall:

  1. not be directed at people who have not conspicuously consented to receiving promotional messages from Publisher;
  2. clearly identify Publisher as the source of the message; and
  3. provide the recipient with an option to easily remove them from receiving future mailings or promotions.

Publisher shall either use email or other message templates provided by CPA lab, or Publisher shall submit the final version of Publisher’s email or other message to CPA lab for approval prior to sending emails, messages or notifications containing Tracking URLs, Creatives or Ads.

CPA lab’s Rights

CPA lab has the right to monitor Media that Publisher uses at any time and to determine if Publisher is in compliance with this Agreement.

CPA lab may update the list of prohibited Media or distribution channels and sources from time to time and at its sole discretion. All such Media, channels or methods shall be immediately withdrawn.

CPA lab may request Publisher to stop distributing any and all Ads or on specific Media or by using a particular distribution method deemed by CPA lab questionable. Once CPA lab sends to Publisher such request CPA lab will have no obligation to pay Publisher for any actions associated with the subject matter of the CPA lab’ request.

Publisher’s breach of the provisions under this Section 5, including, but not limited to a misuse of Creatives or use of Creatives not approved by CPA lab, will constitute a breach of this Agreement, and CPA lab will retain full authority to terminate this Agreement immediately and retain for its own account any payment arising as a result of such activities that would otherwise have accrued to Publisher’s benefit.

Other Actions Leading to Non-Qualifying Leads or New Customers

Advertisers and CPA lab maintain a zero tolerance policy towards Fraud, invalid activities, and any methods that artificially generate leads or new customers. CPA lab and Advertisers may use third-party advertising fraud detection systems and tools to monitor such activities. Publisher is expressly prohibited from using any persons, means, devices or arrangements to commit Fraud.

Any Lead or New Customer rejected by Advertiser irrespective of the cause of such rejection is considered “Non-Qualifying”, including, but not limited to when it:

  1. comes or is generated as a result of Fraud;
  2. does not comply with any terms of the Offer or has not met the prerequisites set forth in the applicable Offer (e.g. leads or customers not from the targeted location, users that are of a younger age as determined by Advertiser, KPIs have not been met etc.); or
  3. is related to terminated, closed or expired Offer.

Notwithstanding the generality of the foregoing, Lead or New Customer is also considered “Non-Qualifying” when it:

  1. does not comply with other provisions of this Agreement or any applicable laws;
  2. comes or is generated as a result of Publisher’s breach of this Agreement, or
  3. occurs when Publisher is in breach of this Agreement or any applicable laws.

CPA lab shall have no obligation to pay for Non-Qualifying Leads or New Customers. For the avoidance of doubt, CPA lab shall have no obligation to pay for leads or new customers if Publisher makes any misrepresentations in Publisher’s Account or violate the terms set forth in Sections 2-8 and 10-14 of this Agreement.

Advertiser or CPA lab shall make all determinations about Non-Qualifying activity in their sole discretion. In the event that Advertiser or CPA lab determines that Publisher has delivered Non-Qualifying Leads or New Customers, or traffic that Advertiser or CPA lab reasonably determines violates any term of the applicable Offer and/or this Agreement, or Advertiser or CPA lab received any complaints about Publisher’s participation in Advertising Program which Advertiser or CPA lab reasonably believes to violate this Agreement, CPA lab may, at CPA lab’ option:

  1. terminate Publisher’s Account and terminate this Agreement,
  2. require Publisher to immediately cease using Creatives, Tracking URLs and displaying Ads, and/or
  3. withhold all unpaid amounts or charge back Publisher’s accounts.

Advertiser and/or CPA lab retains the right to review all Publisher’s campaigns and actions, as well as Leads or New Customers for possible Fraud or other noncompliance, whether such Fraud or noncompliance is on the part of users or on Publisher’s part. In any period of time during which such reviews are performed CPA lab shall have the right to withhold any payment accrued in Publisher’s favor until such time as the review has been concluded. In the event that Advertiser or CPA lab deems that Fraud or other noncompliance has occurred, Publisher shall not be entitled to receive any payments which have accrued to Publisher’s benefit as a result of such Fraud or other noncompliance.

CPA lab Referral Program

Referring Publisher may refer Referred Publisher by providing a reference link that contains Referring Publisher’s reference ID to Referred Publisher in order to register with the Advertising Program.

Referring Publisher will receive its reference ID after it has been approved by CPA lab as such.

Once Referred Publisher is approved by us and registered with the Advertising Program, and provided that Referring Publisher remains eligible to receive Remuneration pursuant to this Agreement, Referring Publisher will receive Remuneration as to the particular Referred Publisher at the rate of 2% of the net revenue brought by this Referred Publisher to CPA lab in the applicable month net of any payments made to Advertisers, discounts, taxes payable or refunds, for as long as (i) this Agreement is not terminated with the Referring Publisher and/or with the Referred Publisher, or (ii) the Referred Publisher conforms to all criteria specified in the subsection ‘Referred Publisher’ of Section 1 of the Agreement.

If at any time the net revenue received from the Referred Publisher’s is charged back or refunded, Referring Publisher will become ineligible to receive Remuneration on any future net revenue collected from that Referred Publisher.

Remuneration is only earned on actually received net revenue.

Remuneration will only be paid if the Referred Publisher is tracked by CPA lab systems and is attributed to the Referring Publisher through the reference link. No Remuneration will be paid if the referral cannot be tracked by CPA lab systems.

Remuneration earned through fraudulent, illegal, or overly aggressive, questionable referrals or marketing methods, or otherwise in violation of this Agreement (including but not limited to the provisions of Sections 4-6), will be voided.

Publisher’s Statistics

Publisher will cooperate with CPA lab to allow CPA lab to track Leads or New Customers directed to the Advertiser’s websites or other destinations, or Referred Publishers.

To permit accurate tracking, reporting, and payments accrual, Publisher must ensure that the Tracking URLs are properly formatted.

Publisher shall use only Tracking URLs that were submitted to Publisher by CPA lab and shall not alter Tracking URLs.

CPA lab will provide Publisher with its statistics as it is made available to CPA lab by Advertisers or other third-party providers. Publisher will be able to view its statistics in the Account. CPA lab shall make available to Publisher information concerning the number of Leads and/or New Customers brought by Publisher in connection with each Offer, or Referred Publishers, and accrued payments.

Publisher understands that CPA lab’ online statistics may not be entirely accurate at a given moment.

Payments
Payment Terms and Payment Calculation

Subject to the terms of this Agreement, CPA lab will pay Publisher Remuneration for (i) Leads and/or New Customers in accordance with the Remuneration model and the applicable Offer, and (ii) or Referred Publishers.

In order to calculate the Remuneration, CPA lab will administer the turnover generated via the Tracking URLs and record the total amount of Remuneration earned. The aforesaid information is based on information received from Advertisers and any calculation thereof is made in accordance thereto, at CPA lab’s sole and final discretion, and shall not be open to review or appeal.

Publisher agrees and acknowledges herein that:

  1. the turnover generated from Leads and New Customers may be subject to “Negative Carryover” provisions, deductions, deferred payments and other provisions which may affect the Remuneration (its payment to Publisher may be withheld to reflect or adjusted to exclude any refunded or credited amounts, in particular, any claims, demands, offsets, card chargebacks, etc. and any amounts arising from restricted, invalid, fraudulent and other or Non-Qualifying activity, as determined in this Agreement and the applicable Offer);
  2. CPA lab will only pay for Leads and New Customers tracked by its tracking system and associated with Publisher’s Tracking URL. No payment will be made if a Lead or New Customer cannot be tracked by CPA lab’ systems.
  3. Advertisers may change any payout rate or cancel the Offer, in whole or in part, at their sole discretion, which may lead to the withholding or adjustments of Remuneration payments;
  4. CPA lab collects its payments from Advertiser, and it is not responsible for any delay of Remuneration payments to Publisher if such delay is caused by any delay of payment by Advertiser;
  5. for the same reason, CPA lab will make payments of Remuneration to Publishers out of funds actually collected by CPA lab from Advertiser who initiated the relevant Offer; CPA lab shall have no payment obligation to Publisher where Advertiser has not remitted sufficient payments to cover the amounts otherwise due to Publisher; and Publisher’s sole and exclusive remedy shall be the right to pursue any and all legal remedies directly against any Advertiser that has not made funds available to pay monies due to Publisher for Leads or New Customers in connection with the applicable Offer;
  6. if any Advertiser whose Offer has been executed by Publisher defaults on payment to CPA lab, and CPA lab has paid Remuneration related to such Offer, CPA lab may withhold any further payment for equal amount or charge back Publisher’s accounts; and
  7. All internal currency conversions will be performed based on the then-current FX rates of the CPA lab’s bank.

Calculation of the Remuneration may be postponed for up to 90 days due to, including but not limited to, the following circumstances:

  1. Advertiser is verifying a Lead, New Customer or Referred Publisher, including for Fraud (Section 6); or
  2. The applicable terms of the Offer necessitate such a postponement.

In addition to CPA lab’s other rights and remedies, CPA lab may:

  1. withhold and offset any payments owed to Publisher against any amounts Publisher owe CPA lab (e.g. which have been generated by Fraud), or
  2. require Publisher to refund CPA lab within thirty (30) days of a notice, any amounts CPA lab may have overpaid to Publisher in prior periods (including amounts refunded or credited to Advertisers).
Money Transfers

Remuneration is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than in 45 days following the end of the calendar month, provided that the amount due exceeds US$1,000 for the bank wire payments and US$100 for all other payment methods made available at CPA lab’ sole discretion.

No payments will be made to Publisher unless all payment details are completed in Publisher’s Account with CPA lab (e.g. for wire transfers - beneficiary name, beneficiary address, account number, bank name, bank address and SWIFT). Publisher will be solely responsible for accuracy, completeness and relevance of its contact and payment details in Publisher’s Account with CPA lab. CPA lab will not be liable for delay or non-receipt of the payment in case Publisher provides CPA lab with incorrect or incomplete payment details, and CPA lab will not reimburse Publisher for these payments. Publisher will be liable for all expenses caused by incorrect or incomplete payment details, including, but not limited to returned payments, correction of payment details, payment rerouting and payment investigations. Publisher may apply an extra fee for correction of payment details, payment rerouting and payment investigations.

Unless expressly agreed by CPA lab, Publisher may not enter into any type of arrangement with a third party where that third party receives payments made to Publisher by CPA lab.

Publisher agrees that it will be responsible for any charges and fees corresponding to the payment to Publisher made by CPA lab, applied by the CPA lab’s bank or payment provider, by any intermediaries, and by the Publisher’s bank or payment provider. For example, the payment to Publisher made via bank transfer will be reduced by CPA lab’s bank fees for outgoing wires, by the charges of any intermediary banks (if applicable), and the Publishers bank’s fees for incoming wire (if applicable). The same applies to other payments methods.

CPA lab will apply service charges to each payment. Applicable fees are described in the dedicated section of the Publisher’s Account.  

All payments via wire transfer and E-payments will be made in USD or EUR, at CPA lab’s sole discretion. Payments via Webmoney and Skrill will be made in USD. In case of the payment currency is different from the statistics currency the exchange rate used for conversion will be the exchange rate quoted by the CPA lab’s bank.

Publisher is responsible for any applicable taxes, duties that may occur regarding the transaction. CPA lab may report and withhold any such amount from Publisher’s balance in order to comply with any applicable law.

If Publisher wishes to dispute any payment made or withheld under this Agreement, Publisher must notify CPA lab in writing within five (5) days of any such payment. Failure to notify CPA lab within the prescribed time limit shall be deemed as an irrevocable acknowledgment of and agreement with the balance due for the period indicated.

Publisher’s Verification

The name on Publisher’s Account must match its true and legal name and identity, and must match the name on the bank/payment accounts used to receive payments.

To verify identity, address and/or payment account of an individual CPA lab may request at any time (i) proof of identity (including but not limited to copies of a valid passport/identity card), (ii) proof of address, including but not limited to a recent utility bill (should be no more than 3 months old), and (iii) copy of a recent bank/payment account statement related to a payment method on file (should be no more than 3 months old).

In the event an Publisher is a legal entity, it may be requested to provide (i) its formation documents, (ii) information sufficient for CPA lab to determine the corporate or business entity’s identity, good standing, the authority of Publishers business representative to act on its behalf, as well as the business representative’s identity, and (iii) copy of a recent bank/payment account statement related to a payment method on file (should be no more than 3 months old).

If Publisher does not supply such documentation to CPA lab and/or if CPA lab is unable to satisfactorily verify Publisher’s identity, address and/or payment account within a reasonable time-period, determined by CPA lab, CPA lab reserves the discretionary right to:

  1. withhold the balance in Publisher’s Account until the verification process is completed satisfactorily,
  2. void any or some of Publisher’s Leads and/or New Customers and freeze Publisher’s Account, and/or
  3. suspend or close Publisher’s Account and terminate this Agreement.
Intellectual Property Rights

CPA lab retains all right, title, and interest in and to the Advertising Program (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

Except as expressly stated in this Agreement, nothing is intended to grant Publisher any rights to any of CPA lab’s trademarks, service marks, brand names, copyrights, patents or trade secrets, or any other intellectual property or proprietary right.

Publisher shall not use any of CPA lab’s brand names, designations and trademarks, or Marks other than as permitted in this Agreement.

Publisher agrees that CPA lab may use any suggestion, comment or recommendation Publisher chooses to provide to CPA lab without compensation.

Confidentiality

CPA lab may disclose to Publisher certain information as a result of Publisher’s participation in Advertising Program, which information CPA lab considers to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, any business and financial information relating to Advertising Program, customer and vendor lists relating to Advertising Program, or any information that CPA lab or Advertisers designate as confidential.

Publisher agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Publisher for Publisher’s own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

CPA lab may make public statement, press release or other announcement to announce the relationship contemplated by this Agreement without Publisher’s prior consent. Publisher will not make any public statement, press release or other announcement relating to the terms or existence of this Agreement, Advertisers and their Offers without CPA lab’s prior written approval.

Term and Termination

This Agreement shall commence on the date of the approval of the Publisher’s Advertising Program application and shall continue thereafter until terminated.

At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party prior 7 days’ written notice of termination, unless otherwise is not set out in the Agreement.

CPA lab may at any time suspend Publisher’s Account or Publisher’s participation in any Offer and/or terminate this Agreement as provided in other sections of this Agreements and/or if Publisher is in breach of this Agreement.

If this Agreement is terminated because Publisher has violated this Agreement or applicable laws, Publisher will not be eligible to receive any payments, including earned prior to the date of termination, or the Remuneration under “lifetime” Revenue Share Remuneration Model.

Notwithstanding the above, the payment of Remuneration under “lifetime” Revenue Share Remuneration Model shall also be terminated if (i) Advertiser withholds or stops its relevant payments to CPA lab for any reasons, (ii) Advertiser discontinues its product or service, (iii) Advertiser is banned or limited from selling or distributing its product or service, or it becomes illegal to Advertiser to sell or distribute its product or service, (iv) CPA lab terminates or sells part or all of its business, or (v) CPA lab discontinues the Advertising Program.

CPA lab reserves the right to withhold Publisher’s final payment for a reasonable time to ensure that the correct amount is paid.

Upon the termination of this Agreement for any reason, Publisher will immediately cease use of, and remove from Media and any other sources and media all Tracking URLs, Ads and Creatives and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by CPA lab or by Advertisers and/or provided by or on behalf of CPA lab or Advertisers to Publisher pursuant to this Agreement, and will cease representing itself as CPA lab’s Publisher.

Termination of this Agreement will not act as a waiver of any breach of the Agreement and will not act as Publisher’s release from any accrued liability or liability for breach of Publisher’s obligations under the Agreement or applicable laws.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity, limitations of liability, and any provisions regarding Publisher’s use of confidential information.

Representations

Each party represents and warrants to the other party that the person executing this Agreement is authorized to do so on such party’s behalf.

Publisher hereby represents and warrants to CPA lab that:

  1. if Publisher is an individual, he/she is at least 18 years of age on the effective date of this Agreement;
  2. the person accepting this Agreement has full authority to act for and to bind Publisher to this Agreement;
  3. Publisher has full authority to enter into this Agreement, and it owns all right, title, and interest in, or otherwise has full right and authority to permit the use of its Media;
  4. Publisher has all appropriate rights to promote with any promotional method Publisher may choose to use;
  5. Publisher will conduct its business, run its campaigns and advertise and promote Advertiser, its brand, product and services in compliance with all applicable laws, rules and regulations, including the gambling-specific advertising rules and regulations in each targeted country;
  6. Ads, Creatives (unless provided by CPA lab or Advertiser), Media and Publisher’s promotional methods do not and will not infringe a third party’s or CPA lab’s proprietary rights; and
  7. Publisher shall remain solely responsible for any and all Media owned and/or operated by Publisher and all of Publisher’s promotional methods.
Indemnification

Publisher agrees to defend, indemnify, and hold CPA lab, Advertisers, their owners, shareholders, subsidiaries, affiliates, customers, vendors, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with:

  1. Publisher’s access to or participation in Advertising Program;
  2. Publisher’s violation of this Agreement;
  3. Publisher’s violation of any applicable law, rule or regulation;
  4. Publisher’s violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; and
  5. any claim related to Media, Ads or Creatives (if not provided by CPA lab or Advertiser), including but not limited to, the content of such Media, Ads or Creatives.
Disclaimer of Warranties

ADVERTISING PROGRAM, CREATIVES, TRACKING URLS AND CPA LAB’S SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED TO PUBLISHER "AS IS". CPA LAB EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CPA LAB DOES NOT WARRANT THAT ADVERTISING PROGRAM, CREATIVES, TRACKING URLS AND CPA LAB’S SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL MEET PUBLISHER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF ADVERTISING PROGRAM, CREATIVES, TRACKING URLS AND CPA LAB’S SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. CPA LAB DOES NOT GUARANTEE THAT PUBLISHER WILL EARN ANY SPECIFIC AMOUNT OF REMUNERATION.

Limitation of Liability

IN NO EVENT SHALL CPA LAB BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF ADVERTISING PROGRAM, CREATIVES, TRACKING URLS AND CPA LAB’S SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND CPA LAB’S REASONABLE CONTROL. IN NO EVENT WILL CPA LAB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CPA LAB HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CPA LAB’S CUMULATIVE LIABILITY TO PUBLISHER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PUBLISHER BY CPA LAB DURING THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with them shall be governed by and construed and interpreted in accordance with the laws of the Republic of Malta and the parties submit to the jurisdiction of the state courts located in the Republic of Malta. Nothing in this clause shall limit CPA lab’s right to take proceedings against Publisher in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

Publisher hereby irrevocably waives any objection which Publisher may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in the above mentioned jurisdictions, and hereby further irrevocably waive any claim that such jurisdictions are not convenient forums for any suits, actions or proceedings.

Modifications

CPA lab has the discretionary right to amend the Agreement in order to comply with applicable laws and regulations or for a number of other reasons from time to time. Any minor changes may be made at any time and Publisher is advised to review the Agreement on a regular basis.

CPA lab will notify Publisher about significant or major changes in advance via email or by having a notice on CPA lab’s website about it. Any such amendment will take effect upon posting of the revised Agreement, unless it is determined otherwise at the time of posting or sending the notification.

Publisher’s continued participation in the Advertising Program after a change or update has been made will constitute Publisher’s acceptance to the revised Agreement. If Publisher does not agree with the modifications, Publisher shall terminate its participation in the Advertising Program immediately.

Modifications may include, but are not limited to, changes in the scope of available Offers, payment rates and payment procedures.

Miscellaneous

Relationship. Publisher and CPA lab are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Publisher and CPA lab. Publisher will have no authority to make or accept any offers or representations on CPA lab’s behalf.

Notices. Any notices or other communications permitted or required under this Agreement will be in writing and given by CPA lab via email or other electronic means of communication as specified in this Agreement, in the applicable Offer or in the Publisher’s Account. All notices or other communications regarding this Agreement should be addressed by Publisher via email specified in the Publisher’s Account.

Consent to Receive Communications in Electronic Form. For contractual purposes, parties:

  1. consent to receive communications from each other in an electronic form; and
  2. agree that this Agreement and all agreements, amendments, notices, disclosures, and other communications satisfy any legal requirement that such communications would satisfy if it were in writing.

Assignment. Publisher will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without CPA lab’ prior written consent. Any purported assignment or delegation by Publisher without CPA lab’s appropriate prior written consent will be null and void. CPA lab may assign this Agreement or any rights hereunder without Publisher’s consent.

No Waiver. The failure by the party to exercise, or delay in exercising, a legal right or remedy provided by this Agreement or by law shall not constitute a waiver of its right or remedy.

Severability and Integration. This Agreement constitutes the entire agreement between Publisher and CPA lab and supersede all previous written or oral agreements. If any part of this Agreement 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.

Last updated: July 2, 2018