This Affiliate Program Operating Agreement (the "Agreement") is entered into by and between CPA EVOLUTION, the affiliate platform operated through CPA-EVOLUTION.COM and https://login.cpa-evolution.com/ by PCG MARKETING EVOLUTION LTD, a company established and existing under the laws of the Republic of Cyprus, with registered address at Strovolou 77, Strovolos Centre, 2nd floor, Flat/Office 204, 2018 Nicosia, Cyprus, VAT No. CY10394169Y ("CPA EVOLUTION", "we", "us", or "our"), and you (the "Affiliate"), being the party submitting an application to become a CPA EVOLUTION affiliate.
The terms and conditions contained in this Agreement apply to your participation in https://login.cpa-evolution.com/ (the "Affiliate Program"). Each offer made available through the Affiliate Program (an "Offer") may relate to any product or service offered by CPA EVOLUTION or by a third party (each such third party, a "Client") and may link to a specific website for that particular Offer (the "Program Website"). Each Offer may also be subject to additional terms and conditions made available within the Affiliate Program, which shall be incorporated into and form part of this Agreement.
By submitting an application to the Affiliate Program or participating in any Offer, you expressly agree to be bound by all of the terms and conditions of this Agreement.
You must submit an application through our website in order to participate in the Affiliate Program. You must complete the application accurately and in full, provide truthful and up-to-date information, and promptly notify us of any future updates or changes.
You may not use aliases, fictitious identities, nominee details, or any other means to conceal your true identity, ownership, business structure, or contact information.
Only duly registered business entities may apply to and participate in the Affiliate Program. Private individuals, consumers, hobby website owners, and natural persons acting in their personal capacity are not eligible to participate as Affiliates.
As part of the application and onboarding process, we may require you to provide corporate and tax documentation, including but not limited to:
After reviewing your application, we will notify you of your acceptance or rejection, generally within two (2) business days. We may accept or reject any application at our sole discretion and for any reason.
CPA EVOLUTION operates a private, professional, business-to-business affiliate environment and will only approve Affiliates capable of delivering commercially meaningful, lawful, and verifiable traffic volumes. We may reject, suspend, or terminate any application or participation where the Affiliate does not meet our minimum standards regarding traffic quality, compliance, operational capability, or traffic volume.
If an individual accesses, signs, or accepts this Agreement on behalf of an Affiliate, such individual represents and warrants that he or she has full legal authority to bind that business entity.
Subject to our acceptance of you as an Affiliate and your continued compliance with this Agreement, CPA EVOLUTION agrees as follows:
We will make available to you, through the Affiliate Program, graphic and textual links to the Program Website and/or other creative materials (collectively, the "Links"), which you may display on websites owned or controlled by you, in emails clearly identified as being sent by you, and in online advertisements (collectively, the "Media"), subject always to this Agreement and any campaign-specific restrictions.
We will pay you for each Qualified Action (the "Commission"). A "Qualified Action" means an action completed by a genuine end user who:
We will pay Commissions earned on a monthly basis, provided that your account balance exceeds 100 USD. If your account balance is below 100 USD, the balance will roll over to the following month and continue to roll over until the threshold is reached.
We reserve the right to reverse, withhold, set off, freeze, or charge back any Commission that is later determined not to relate to a valid Qualified Action.
Payment of Commissions is dependent upon Clients providing payment to CPA EVOLUTION. Accordingly, CPA EVOLUTION shall only be liable to pay Commissions to the extent that CPA EVOLUTION has actually received the corresponding funds from the relevant Client. You hereby release CPA EVOLUTION from any claim for Commission to the extent CPA EVOLUTION has not received such funds from the Client.
CPA EVOLUTION may automatically generate an invoice on behalf of the Affiliate for Commissions payable under this Agreement. All tracking of Links and determination of Qualified Actions and Commissions shall be made by CPA EVOLUTION in its sole reasonable discretion.
If the Affiliate disputes any invoice in good faith, the Affiliate must notify CPA EVOLUTION in writing within thirty (30) days of the date of the invoice. If the Affiliate fails to do so, the Affiliate irrevocably waives any claim relating to that invoice.
If the Affiliate owes any amount to CPA EVOLUTION under this Agreement or any other agreement, CPA EVOLUTION may offset such amount against any amounts payable to the Affiliate.
The Affiliate agrees as follows:
For all email campaigns, the Affiliate must download the relevant Suppression List from the Offers section of CPA EVOLUTION. The Affiliate shall suppress all addresses included in that list and shall only send campaign emails to the remaining valid recipients. CPA EVOLUTION will provide an opt-out method in all Links. If any opt-out requests are sent directly to the Affiliate, the Affiliate shall immediately forward such requests to [email protected].
Failure to download and apply the Suppression List, or any attempt to market to suppressed users, may result in withheld Commissions, suspension, removal from the Affiliate Program, legal action, and any other remedies available to CPA EVOLUTION.
No Links may appear to be associated with, or be positioned on, chat rooms, bulletin boards, or similar environments unless expressly approved in writing by CPA EVOLUTION. Any pop-ups or pop-unders used in connection with the Affiliate Program must be clearly identified as Affiliate-served in the title bar of the relevant window.
If the Affiliate operates its own affiliate network (the "Network"), the Affiliate may place the Links within that Network for use by its own affiliates (each a "Third Party Affiliate") only with CPA EVOLUTION's prior written approval. The Affiliate shall prohibit Third Party Affiliates from modifying the Links, maintain the Network to high industry standards, require each Third Party Affiliate to accept this Agreement through verifiable means before receiving access to the Links, and immediately remove any Third Party Affiliate that violates this Agreement or that CPA EVOLUTION instructs the Affiliate to remove. The Affiliate shall remain fully liable for all acts and omissions of Third Party Affiliates.
Except as otherwise expressly permitted in this Agreement or with CPA EVOLUTION's prior written consent, the Affiliate agrees that all information relating to CPA EVOLUTION, its affiliates, Clients, campaigns, pricing, traffic requirements, business information, financial information, customer and vendor lists, and statistical or performance data shall remain strictly confidential and may not be used for any purpose other than lawful participation in the Affiliate Program.
The Affiliate shall not use information obtained through the Affiliate Program to develop, enhance, or operate a competing service, nor assist any third party to do so.
CPA EVOLUTION grants the Affiliate a non-exclusive, non-transferable, revocable, limited licence to use the Links and access the Program Website solely in accordance with this Agreement and solely for the purpose of lawful participation in the Affiliate Program. This licence may be revoked at any time upon written notice.
The Affiliate may not alter, modify, manipulate, or create derivative works of the Links or any graphics, creatives, text, copy, software, branding, or other materials owned by or licensed to CPA EVOLUTION. Except as expressly stated in this Agreement, nothing herein grants the Affiliate any right, title, or interest in or to CPA EVOLUTION's trademarks, service marks, copyrights, patents, trade secrets, or any other intellectual property.
This Agreement shall commence on the date on which the Affiliate is approved and shall continue until terminated. The Affiliate may terminate its participation at any time by removing all Links from its Media and ceasing all participation in the Affiliate Program. CPA EVOLUTION may suspend or terminate the Affiliate's participation at any time, with or without notice, and for any reason deemed appropriate.
Upon termination, the Affiliate shall immediately cease all use of the Links, delete all copies of Links and related materials, cease using CPA EVOLUTION or Client intellectual property, and cease representing itself as an affiliate of CPA EVOLUTION or any Client. Any accrued rights, payment obligations, causes of action, and provisions intended to survive termination shall survive.
In addition to any other rights and remedies available under law or this Agreement, CPA EVOLUTION reserves the right to withhold, freeze, reverse, or charge back Commissions if: (i) CPA EVOLUTION determines that the Affiliate has violated this Agreement; (ii) CPA EVOLUTION receives complaints and reasonably believes that the Affiliate's conduct violates this Agreement; or (iii) any Qualified Action is later determined not to meet the applicable requirements.
In the event of a material breach, CPA EVOLUTION may disclose the Affiliate's identity and contact information to law enforcement authorities, regulators, Clients, or directly affected third parties where reasonably necessary.
The Affiliate must comply strictly with all applicable anti-spam laws, including, where applicable, the CAN-SPAM Act of 2003 and any local or regional anti-spam legislation. All emails sent in connection with the Affiliate Program must include the appropriate opt-out mechanism. CPA EVOLUTION may require the Affiliate to submit any email for approval prior to transmission. Such approval does not relieve the Affiliate of its independent legal obligations.
The Affiliate is expressly prohibited from using any person, device, software, script, arrangement, or method to commit fraud, violate applicable law, interfere with other affiliates, falsify information, or improperly generate clicks, leads, sales, or Commissions. Prohibited conduct includes without limitation: automated clicks; fraudulent lead generation; cookie stuffing; spyware or stealware; bots or artificial traffic; false registrations or duplicate submissions; self-generated transactions; and incentive abuse. CPA EVOLUTION shall determine fraudulent activity in its sole reasonable discretion.
The Affiliate represents and warrants that this Agreement constitutes a valid and binding obligation of the Affiliate; the Affiliate has full authority to enter into and perform this Agreement; the Affiliate is a duly registered business entity; the Affiliate will participate in the Affiliate Program in the ordinary course of its business; and the Affiliate will comply with all applicable laws and this Agreement.
CPA EVOLUTION represents and warrants that it will not knowingly violate any law applicable to its own business operations or proprietary products and services.
CPA EVOLUTION may modify this Agreement at any time by providing notice by email or through the Affiliate Program. Any modification shall become effective ten (10) business days after such notice. Continued participation after that period shall constitute acceptance of the revised Agreement. CPA EVOLUTION may also change, suspend, discontinue, remove, alter, or modify any Offer, Link, campaign, creative, or related material at any time.
The Affiliate acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The Affiliate further acknowledges that it has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement.
The Affiliate agrees to indemnify, defend, and hold harmless CPA EVOLUTION, its Clients, and their respective affiliates, directors, officers, employees, owners, agents, licensors, and partners from and against any and all claims, actions, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) any breach of this Agreement by the Affiliate; (ii) any misuse of the Links, Offers, or CPA EVOLUTION / Client intellectual property; (iii) any claim relating to the Affiliate's Media or activities; or (iv) any violation of law or third-party rights by the Affiliate.
CPA EVOLUTION agrees to indemnify, defend, and hold harmless the Affiliate and its affiliates, directors, officers, employees, owners, and agents from and against any claim that CPA EVOLUTION is not authorised to provide the Links to the Affiliate.
THE AFFILIATE PROGRAM, THE LINKS, AND ALL RELATED PRODUCTS AND SERVICES ARE PROVIDED TO THE AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CPA EVOLUTION DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CPA EVOLUTION DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL BE ERROR-FREE, UNINTERRUPTED, OR SUITABLE FOR THE AFFILIATE'S SPECIFIC REQUIREMENTS. CPA EVOLUTION DOES NOT GUARANTEE THAT THE AFFILIATE WILL EARN ANY PARTICULAR AMOUNT OF COMMISSION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CPA EVOLUTION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR BUSINESS INTERRUPTION. CPA EVOLUTION'S TOTAL CUMULATIVE LIABILITY TO THE AFFILIATE SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID BY CPA EVOLUTION TO THE AFFILIATE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This Agreement constitutes the entire agreement between CPA EVOLUTION and the Affiliate with respect to its subject matter and supersedes all prior or contemporaneous written or oral agreements relating to that subject matter. The Affiliate may not assign this Agreement without CPA EVOLUTION's prior written consent. CPA EVOLUTION may assign this Agreement upon notice.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Each party is an independent contractor in relation to the other. Nothing in this Agreement shall be deemed to create any partnership, joint venture, employment, agency, or fiduciary relationship between the parties. No delay or failure to exercise any right under this Agreement shall constitute a waiver of that right.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Cyprus.
By submitting an application to the Affiliate Program, you affirm and acknowledge that: you have read this Agreement in its entirety; you understand and agree to be bound by all of its terms and conditions; you are acting on behalf of a duly registered business entity; and you have the legal authority to bind that entity. If you do not agree to this Agreement, you must not submit an application to or participate in the Affiliate Program.