By using our services, you agree to our Terms and Conditions, so please read them carefully.

Publisher Agreement

PrivateCPA (the, “PrivateCPA”, “We”, etc.) are an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through our platform globally, and

You (the, “Publisher”, “You”, “Yours”, etc.) is a business that is seeking an agency to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services, and

WHEREAS,

PrivateCPA has offered its services to the Publisher through https://privatecpa.ioweb site (the, “Site”, “Program”), and You has chosen to hire PrivateCPA to perform these services,

NOW,

therefore, PrivateCPA and Publisher agree as follows:

  1. Conditions

1.1. In order to become a Publisher you must first accurately submit for PrivateCPA account application at our web-site and comply with present Agreement (in case of using Self-service) or register yourself as a Publisher by contacting PrivateCPA directly (in case you wish to use Dedicated campaign management service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. You agree to provide to (a) provide accurate, current and complete information when submitting an PrivateCPA account application (b) maintain and properly update such information (c) maintain the security of this information and (d) be fully responsible for all use of your account, if successful.

After we review your application, we will notify of your acceptance or rejection as PrivateCPA’ Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. PrivateCPA reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your request if deemed appropriate. PrivateCPA may cancel your account at any time, at our sole discretion.

1.2. By filing your account application or registering as a Publisher you confirm your understanding and unreserved acceptance of all terms and conditions, policies (including present Agreement) of PrivateCPA published at our web-site concerning the Services, and confirm (i) You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract, and ( ii) the validity of the information which you provide to us.  . Publisher also hereby waives any rights or requirements under any rule or the law in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

1.3. In order to be eligible to become a PrivateCPA’ Publisher, all websites or affiliated websites or publishers must meet the following criteria:

1.4. The content of the publishers, websites or affiliated websites cannot include any material that infringes the rights of any third party or is in violation of any law, as determined by us in our sole discretion, including but not limited to the following:

1.5. You may determine at your discretion the following methods of Service – Self-Service or Management service.

Self-Service assumes that all Services and ad campaigns shall be provided through Publishers’ account at our web-site. PrivateCPA support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You.

You may not transfer your account to anyone without explicit written permission of PrivateCPA and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. PrivateCPA cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Management service assumes that all Services and ad campaigns shall be provided by PrivateCPA managers.

  1. Placement of Ads

2.1. Publisher may NOT place any PrivateCPA advertisements on alternative publishers or websites without written consent and approval of PrivateCPA. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, PrivateCPA reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a financial penalty in the amount of $10K (USD) or a higher sum, based on the damages caused to PrivateCPA.

2.2. PrivateCPA do not check or control all the activities or contents at Your website, but all the services may be rejected and we reserves the right to delete Your account and withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.

  1. Online Reports

During the month a publisher may view the online reports within PrivateCPA reporting system which in ALL ways are estimate numbers that can be changed until 15 days after the end of the month. In all cases, we will use commercially accepted methods and practices to direct and measure traffic. Campaigns can be customized at any time by PrivateCPA team to comply with advertiser´s ad serving numbers. At the end of the month the reports are frozen and within 15 days will include the definitive numbers of earnings. This also states that PrivateCPA stats will be leading in every case.

  1. Publisher Earnings

4.1. Revenue share deal based on placements generated by PrivateCPA Reporting Source – All reported numbers for the purposes of billing and general delivery reporting are based on PrivateCPA server reports.

4.2. If Publisher believes that there is a discrepancy in PrivateCPA’s server reports, Publisher must provide PrivateCPA with a reasoned report of such discrepancy within three (3) calendar days from receipt of PrivateCPA’s server reports. Otherwise, ,  Publisher shall be taken to accept the report as so provided and PrivateCPA shall not be liable for such discrepancy. If the parties are unable to arrive at reconciliation, then PrivateCPA stats and reports shall govern.

4.3. PrivateCPA is entitled to make any adjustments it deems necessary to Publisher’s account in the following cases:

  1. Payments

5.1. PrivateCPA will pay Publisher’s revenue at Net 35. Minimum payment amounts: 100 USD/ 100 Euro (for Wire Transfers – 1000 USD), if the balance is less PrivateCPA will add the amount to the next payment cycle until the amount payable to Publisher reaches the Minimum Payment Amount.

5.2. PrivateCPA acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to PrivateCPA that it has received without any restrictions. You hereby release PrivateCPA from any claim for Publisher’s revenue if PrivateCPA did not receive funds from the advertiser. Publisher shall hold PrivateCPA harmless and indemnify it from any claims or liability related to such unpaid revenue.

5.3. PrivateCPA provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that PrivateCPA is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.

Publisher is responsible for all applicable taxes associated with provided ad services, other than taxes based on PrivateCPA income.

5.4. Publisher responsible to supply valid payment details, if details are incorrect and or incomplete or if the publisher changes its payment details, it is the publisher responsibility to notify by mail 14 days before Payment due date. Publisher will bear payments fees if required.

5.5. All payments shall be processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block Your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any term of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program. In certain cases, we may withhold all payments until we will receive relevant tax documentation from you.

5.6. You shall ensure the ability to receive payments from PrivateCPA to specified bank account by yourself. If the receipt of revenue or other payment is delayed or failed because of non-compliance with this condition (including if the failure or delay is caused by a third party payment service provider you are using), PrivateCPA shall not be responsible for violation of terms of payment.

5.7. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim has been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against PrivateCPA related to the transaction. If you experience a technical failure or interruption of service that causes your funding transaction to fail, you may request that your transaction be completed at a later time.

  1. Representations, Warranties and Covenants
  1. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL PrivateCPA BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF PrivateCPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PrivateCPA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY PrivateCPA , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PrivateCPA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY PrivateCPA IS ACCURATE, COMPLETE OR CURRENT.

  1. Indemnity

You shall indemnify, defend and hold PrivateCPA harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement.

  1. Assignment and Jurisdiction

PrivateCPA may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of PrivateCPA, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the  You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the) for any actions arising from or relating to this Agreement or your use of our service.

  1. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

  1. Intellectual Property Rights

11.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use PrivateCPA services and to access our web site through solely in accordance with the terms of this Agreement.

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

11.3. Your use of the service shall be governed by and subject to laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.

11.4. All the parties hereby agree that PrivateCPA does not have any authority or ability to control content at Publisher’s website(s) and for this reason, We cannot bear any responsibility regarding breaching of any third party’s Intellectual property rights.

  1. Termination

This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days´ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you. PrivateCPA reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

  1. Force Majeure

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

  1. Confidentiality

14.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).

14.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.

14.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.

14.4. The foregoing obligations under this section 14 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.

14.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.

14.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.

  1. Miscellaneous

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the service by certified mail, fax, email or courier. PrivateCPA reserves the right to change any conditions of this contract at any time. You may refer contract revisions in our website www.PrivateCPA.com. The Terms and Conditions of PrivateCPA. [as published on www.PrivateCPA.com/terms-and-conditions (the “Terms”)] bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by PrivateCPA. The Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by PrivateCPA.