MyUSAFinance (US)

AFFILIATE AGREEMENT

THIS AFFILIATE AGREEMENT (the “Agreement”) is entered into by and between Teapot Media, Inc dba MyUsaFinance, a Texas S. Corp, (“Teapot Media”), and You, the company or the individual entering into this Agreement (“You”), (collectively, the “Parties”) in connection with Your use of the affiliate network owned and operated by Teapot Media (the “Network”).

This Agreement sets forth the Parties’ rights and obligations regarding Teapot Media’s affiliate program (the “Affiliate Program”).

1. PARTICIPATION IN THE NETWORK AND AFFILIATE PROGRAM

By participating in the Network and the Affiliate Program you will:

a. participate in marketing campaigns offered through the Network (the “Campaigns”); 

b. use, distribute, display, perform, copy, transmit, and market the Creative Materials (as defined in Section 2.01, below) made available via the Network solely and exclusively in connection with Your efforts to generate consumer information leads (the “Leads”), valid sales, or other compensable activities (the “Compensable Transactions”) in connection with such Campaigns. 

The services described above, and those other services, determined by Teapot Media, in its sole discretion from time to time, will be known as the “Services.”

2. CREATIVE MATERIAL

2.01. Creative Material Defined. Teapot Media will provide You access to the following forms of advertisements (the “Creative Material”) on the Site for Your download, use, and publication:

a.         a registration form with fields tailored to each Campaign (“iFrame Creative”); 

b.         text links, banner ads, pop-ups, landing pages, and other material (“Banner Ads”); and 

2.02 Use of the Creative Material. 

     a. Ownership and License. All Creative Material are and will remain the sole property of Teapot Media. Unless otherwise noted, all trademarks, copyrights, and other intellectual property associated with the Creative Material are and will remain the sole property of Teapot Media.

Teapot Media grants You a terminable, non-exclusive, and non-transferrable license to use the Creative Material only in conjunction with the Campaigns and only subject to the terms and conditions outlined in this Agreement. Teapot Media may terminate, suspend, or pause Your license to use the Creative Material at any time, with or without notice, for any reason or no reason at all, in its sole discretion. 

Notwithstanding the effective date of this Agreement, Teapot Media may, in its sole discretion, determine the date You may begin using the Creative Material and participate in the Affiliate Program.

            b. Control over Creative Material. Teapot Media may change or revise the Creative Material at any time, in its sole discretion, and You will only use the most recent version of the Creative Material available through the Site. You may not alter or otherwise modify any Creative Material in any way without the express written consent of Teapot Media. Any actual or attempted alteration, modification, or change to the Creative Material will result in the immediate termination of this Agreement and Your license to the Creative Material, without notice. 

            Additionally, You may not use the Creative Material in any way or under any circumstances other than as directed by Teapot Media. You must also obtain Teapot Media’s prior express written consent before publishing a Private Feed. 

2.03 Placement. Teapot Media may, in its sole discretion, direct the placement of Creative Material. Unless such direction is given, and subject to the terms and conditions of this Agreement, the applicable Campaign, and all applicable laws, rules, and regulations, You may display the Creative Material: 

a. as often and in as many areas of the websites You own, operate, and control (the “Affiliate Websites”); or 

b. for distribution to those e-mail addresses listed in the e-mail databases You own, operate, and control (the “Affiliate Databases”). 

You will immediately comply with all directions and editorial decisions by Teapot Media to modify, alter, or otherwise adjust the placement or frequency of the Creative Material. 

2.04 Restrictions. You will not (nor permit, encourage, or otherwise assist any person or entity to): 

a. inflate the number of Compensable Transactions through any deceptive or misleading practice, method, or technology (including through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script, or other automated, artificial, or fraudulent method designed to appear like a natural person); 

b. accept Compensable Transactions generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs; 

c. take control of a user’s computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; 

d. install or execute on a user’s computer one or more additional software programs without the user’s consent (or if such programs are installed with the user’s consent, You must clearly provide instructions to disable the software, such that a user can easily identify and remove the software without undue effort, specialized knowledge, or assistance); 

e. promote any creative material that does or is reasonably likely to: 

1. contain pornographic or sexual material; 

2. promote or entice hate-mongering or animus against any person or group on the basis of race, gender, sexual orientation, religion, ethnicity, political affiliation, or other personal or group identifier; 

3. contain displays of violence or threaten physical harm to others;

4. contain rude, offensive, or obscene language; 

5. defame, slander, or misrepresent any person or group;

6. contain incentivized offers (or any appearance thereof) that induce or attempts to induce users to click on any Creative Material; 

7. promote any type of illegal substance or activity under Federal, state, or local law; 

8. misrepresent an affiliation with a person or entity; or

9. be unfair, deceptive, abusive, misleading, or otherwise fraudulent or false.

2.05 Infringement. You will not infringe upon the intellectual property rights of any third party, including trademarks, copyrights, patents, trade secrets, and any other intellectual property, whether registered or unregistered. Teapot Media will pause Your traffic if You are found using any intellectual property in an improper manner, including the names and logos of third party companies, whether or not those names and logos are visible to the public on the website, in meta tags, in source code, or in any other way. You will not be permitted to resume activity on the Network until the infringement episode has been resolved to the satisfaction of Teapot Media. Teapot Media reserves the right to disclose Your contact information to any party making a credible claim of infringement.

2.06 Best Practices. You will publish quality marketing copy which complies with this Agreement, industry best practices, and applicable state and federal law, provides the necessary consumer disclosures, and does not mislead consumers. 

3. TRACKING

Teapot Media will include in all Creative Materials a special transaction tracking code (the “Transaction Tracking Code”). You will not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code or other technology or methodology required or made available by Teapot Media in connection with any and all Creative Materials. All determinations made by Teapot Media in connection with the Creative Materials will be final and binding on You. 

Teapot Media expressly reserves the right to seed applicable data in order to monitor Affiliate’s compliance with the terms of this Agreement and applicable laws.

4. Validation of Leads. A Lead will be a “Valid Lead” if it:

a. is not a computer generated user, such as a robot, spider, computer script, or other automated, artificial, or fraudulent method designed to appear like a natural person, and 

b. has submitted information that meets all of Teapot Media’s criteria. 

c. contains valid contact information including but not limited to phone numbers (home phone, work phone, cell phone) and email address.

Teapot Media will have no obligation to pay for any data that it or the end buyer of the Lead (an “Advertiser”), as appropriate, determines, in its respective sole discretion, does not constitute a Valid Lead (an “Invalid Lead”). 

5.         Data Ownership; License

Teapot Media will have sole ownership of all Leads and data associated with the Leads You generate in connection with this Agreement irrespective of if a Lead is a Valid Lead or an Invalid Lead. As such, You will not: 

a.         transfer, export, display, forward, or otherwise share any Leads or data associated with the Leads to or with any third party, or 

b.         use any Leads or data associated with the Leads on Your own behalf in any manner not expressly authorized by Teapot Media.

6.         SUB-AFFILIATES

For purposes of this Agreement, any of Your partners, associates, contractors, representatives, or agents that participate in or performs any activities for You as a part of the Network will be a “Sub-Affiliate.” 

All Sub-Affiliates must be pre-approved by Teapot Media and Teapot Media may withhold or refuse approval of any Sub-Affiliate for any reason or no reason at all, and Teapot Media may revoke its approval of any Sub-Affiliate at any time, with or without notice, for any reason or no reason at all.

You will not provide Creative Material to any Sub-Affiliate without prior approval by Teapot Media in writing. All Sub-Affiliates must comply with the obligations required of You under this Agreement and You will be liable for all of the acts or omissions of its Sub-Affiliates. 

7. TERMINATION

Teapot Media may suspend or terminate this Agreement or Your participation in the Network at any time, with or without notice, for any of the following reasons:

            a.         You inflate the number of Compensable Transactions through any deceptive or misleading practice, method, or technology (including through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script, or other automated, artificial, or fraudulent method designed to appear like a natural person);

            b.         You accept Compensable Transactions generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs;

            c.         You take control of a user’s computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer;

d.         You install or execute on a user’s computer one or more additional software programs without the user’s consent (or if such programs are installed with the user’s consent, You must clearly provide instructions to disable the software, such that a user can easily identify and remove the software without undue effort, specialized knowledge, or assistance to); 

e.         You promote any creative material that does or is reasonably likely to: 

1.         contain pornographic or sexual material; 

2.         promote or entice hate-mongering or animus against any person or group on the basis of race, gender, sexual orientation, religion, ethnicity, political affiliation, or other personal or group identifier; 

3.         contain displays of violence or threaten physical harm to others;

4.         contain rude, offensive, or obscene language; 

5.         defame, slander, or misrepresent any person or group;

6.         contain incentivized offers (or any appearance thereof) that induce or attempts to induce users to click on any Creative Material; 

7.         promote any type of illegal substance or activity under Federal, state, or local law; 

8.         misrepresent an affiliation with a person or entity; or

9.         be unfair, deceptive, abusive, misleading, or otherwise fraudulent or false.

f.          You infringe upon the intellectual property rights of any third party, including trademarks, copyrights, patents, trade secrets, or any other intellectual property, whether registered or unregistered, including the names and logos of third party companies, whether or not those names and logos are visible to the public on the website, in meta tags, in source code, or in any other way;

g.         You modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code or other technology or methodology required or made available by Teapot Media in connection with any and all Creative Materials;

h.         You use the Creative Material in any way or under any circumstances other than as directed by Teapot Media;

i.          You alter or otherwise modify any Creative Material in any way without the express written consent of Teapot Media;

j.          You violate any provision of the Rules and Regulations; or

k.         You take any action or fail to take any action that causes Teapot Media concern for its business, the business of any Advertiser, or the integrity of the Affiliate Network.

Determination of any of the causes listed in this Section 7, above will be in Teapot Media’s sole discretion and such determination will be final and binding on You. For the purposes of this Section 7, any reference to “You” will mean You and all Sub-Affiliates.

Effect of Termination. Upon suspension or termination of this Agreement for any reason: 

            a.         You will immediately cease using and remove from the Affiliate Websites all Creative Material or other materials made available to You in connection with Your participation in the Network; 

            b.         You will immediately cease transmitting or causing to transmit all e-mails in connection with all Campaign; 

            c.         All licenses and rights granted to You in connection with this Agreement will immediately cease and terminate; and 

            d.         All Confidential Information (as defined herein below), Creative Material, or proprietary information of Teapot Media that is in Your possession or control must be immediately returned, deleted, or destroyed. If requested, Affiliate or an authorized officer of Affiliate will certify in a signed writing that all such confidential or proprietary information has been returned, deleted, or destroyed. 

8. Force Majeure. 

Teapot Media will not be liable, or be considered to be in breach of this Agreement, on account of Teapot Media’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond Teapot Media’s reasonable control which Teapot Media is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). 

If any such Force Majeure Event occurs causing telecommunications, Internet, or network failure, slowdown, outages, or inconsistency, including acts of God, fires, explosions, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, Teapot Media will give Affiliate notice and will use commercially reasonable efforts to mitigate the impact of any such event as promptly as possible.

9. REPRESENTATIONS, WARRANTIES, AND COVENANTS

            As a material inducement to Teapot Media accepting You into the Affiliate Network, providing You with the Creative Material, and paying You Commissions You represent, warrant, and covenant the following: 

9.01.    Power and Authority/Valid Execution. If You are a natural person, You are an adult by the laws of where You live, You are allowed and capable of entering into a contract, and You are entering into this Agreement of Your own free will. 

            If You are an entity, You are organized and authorized to do business in and by the jurisdiction in which You are domiciled and in every jurisdiction in which You conduct business. The person executing this Agreement on Your behalf is an officer, partner, or other person duly authorized by You to obligate You to a contract.

            This Agreement constitutes Your legal, valid, and binding obligation which is fully enforceable against You in accordance with its terms.

9.02.    Laws and Regulations. You are familiar with, have at all times in the past complied with, currently comply with, and will continue to comply with in the future the all statutes, rules, and regulations applicable to Your participation in the Affiliate Network, as may be amended or replaced from time to time (collectively, the “Laws”) including:

            a.         Dodd-Frank Wall Street Reform and Consumer Protection Act including Sections 1031 and 1036 (12 U.S.C §§5531, 5536);

            b.         Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§6101-6108), the Telemarketing Sales Rule (16 C.F.R. pt. 310), the Telephone Consumer Protection Act (42 U.S.C. 227 and the corresponding regulations at 47 C.F.R §§ 64.1200 - 64.1202), and all applicable state Do Not Call List requirements;

            c.         Gramm-Leach Bliley Act (15 U.S.C. §§6801-6809) and Regulation P (12 C.F.R. pt. 1016);

            d.         CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701-7713);

            e.         Fair Credit Reporting Act (15 U.S.C. §1681) and Regulation V, (12 C.F.R. pt. 1022);

            f.          Equal Credit Opportunity Act (15 U.S.C. §1691 et seq.);

            g.         Section 5 of the FTC Act (15 U.S.C. §45); 

            h.         Truth-in-Lending Act (15 U.S.C. §1601 et seq.) and Regulation Z (12 C.F.R. part 226);

            i.          Fair Debt Collection Practices Act (15 U.S.C. §§ 1692 –1692(p));

            j.          Federal Communications Act (47 U.S.C. § 151 et seq.); and

            k.         California Financial Privacy Act and any other relevant local, state, federal or international laws 

9.03.    Intellectual Property. You own or possess a valid and current license to use all intellectual property that you use in the conduct of your business, and will not in the future infringe on any intellectual property rights of any other party of any kind, whether registered or unregistered.

9.04.    Data Security. You have at all times in the past implemented, currently implement, and will continue to implement in the future such administrative, physical, and technical security measures as required by applicable laws, rules, and regulations or as necessary, to: 

            a.         ensure the secure handling, transmission, storage, and disposal of any personally identifiable information (“PII”) which You hold, handle, or transmit; 

            b.         protect against any threats or hazards to the security and integrity of such PII; 

10.       DISCLAIMERS/LIMITATION OF LIABILITY

THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. 

NEITHER TEAPOT MEDIA NOR ANY OF ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS, AND ASSIGNS MAKE ANY WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE. 

TEAPOT MEDIA DOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE. 

IN NO EVENT WILL TEAPOT MEDIA BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, LOST OPPORTUNITY, LOSS OF BUSINESS REPUTATION, OR THE LIKE) TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING YOU, OR YOUR RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, AT LAW OR IN EQUITY EVEN IF TEAPOT MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

UNDER NO CIRCUMSTANCES WILL TEAPOT MEDIA BE LIABLE TO YOU OR ANY THIRD PARTY, INCLUDING ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM YOUR PARTICIPATION IN THE NETWORK. 

TEAPOT MEDIA WILL NOT BE HELD LIABLE FOR ANY DAMAGES, HOWEVER SUFFERED BY YOU, IN THE EVENT THAT TEAPOT MEDIA PUBLISHES YOUR CONTACT INFORMATION (INCLUDING, BUT NOT LIMITED TO, HOME ADDRESS, PHONE NUMBER, AND EMAIL ADDRESS) ON ANY “BLACKLIST” AFTER YOU HAVE ENGAGED IN FRAUDULENT ACTIVITIES. 

THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A MATERIAL INDUCEMENT TO TEAPOT MEDIA ACCEPTING YOU INTO THE AFFILIATE NETWORK.

11.       INDEMNIFICATION

11.01.  Duty to Indemnify. You will defend, indemnify, and hold harmless Teapot Media and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers, and agents (collectively, the “Teapot Media Indemnified Parties”), from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney’s fees, that are incurred by any Teapot Media Indemnified Party (collectively, “Losses”), arising out of or related to any action, inspection, inquiry, investigation, or third-party claim alleging:

            a.         breach or non-fulfillment of any provision of this Agreement by You, any Sub-Affiliates, or Your personnel;

            b.         any negligent act or omission of You, any Sub-Affiliates, or Your personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement, the use of the Creative Material or the access of the Platform; or

            c.         any failure by You, any Sub-Affiliates, or Your personnel to comply with Laws in Your operation of Your business, use of the Creative Material, or the performance of its obligations under this Agreement.

11.02   Claim Notice. Teapot Media will give You notice (a “Claim Notice”) within 10 days after obtaining knowledge of any Losses or discovery of facts on which Teapot Media intends to base a request for indemnification under Section 11.01, above. Teapot Media’s failure to provide a Claim Notice to You under this Section 11.02 does not relieve You of any liability that it may have to Teapot Media, but in no event will You be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Your

duty to defend applies immediately, regardless of whether Teapot Media has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.]

11.03   Teapot Media’s Control of Defense. Notwithstanding anything to the contrary in this Section 11, Teapot Media may select its own legal counsel to represent its interests, direct its defense, and resolve any matter in its sole discretion and You will:

            a.         reimburse Teapot Media for its costs and attorneys’ fees immediately upon request as they are incurred; and

            b.         remain responsible to Teapot Media for any Losses indemnified under Section 11.01, above.

12.       MISCELLANEOUS

12.01   Choice of Law. This Agreement is governed and will be construed in accordance with the laws of the State of Texas excluding its conflict of laws principals.

12.02   Arbitration. Except for claims involving injunctive relief, any claim or controversy arising out of or relating to this Agreement will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures. 

a.         The Award. The award rendered by the arbitrator(s) will be final, non-reviewable, and non-appealable and binding on the Parties and may be entered and enforced in any court having jurisdiction, and any court where a Party or its assets is located (to whose jurisdiction the Parties explicitly and unconditionally consent for the purposes of enforcing the award).

b.         Venue for Arbitration. The arbitration will be conducted in Harris County, Texas.

c.         Confidentiality. Except as may be required by law, neither a Party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties, unless to protect or pursue a legal right. 

d.         No Consolidation of Claims. Any such claim or controversy will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party, unless in its sole judgment, Teapot Media desires to consolidate the legal controversy of two or more parties in any legal action. 

12.03   Injunctive Relief. Teapot Media may seek any temporary or permanent injunctive relief from a court of competent jurisdiction in Texas necessary to protect its rights pending the completion of arbitration. 

12.04   Costs of Dispute Resolution. If Teapot Media institutes any arbitration, suit, action, or proceeding against You arising out of or relating to this Agreement, including contract, equity, tort, fraud, and statutory claims, it will be entitled to receive, and You will pay, in addition to all other remedies to which Teapot Media is entitled, the costs and expenses incurred conducting the arbitration, suit, action, or proceeding, including attorney’s fees and expenses, court costs and fees, and expenses of experts and vendors employed in the pursuit of any such arbitration, suit, action, or proceeding, even if not recoverable by law (including all fees, taxes, costs, and expenses incident to appellate, bankruptcy, and post-judgment proceedings).

12.05   Record Keeping; Audit Rights. You will maintain true and correct books containing a record of all information pertinent to Your participation in the Network during the term of this Agreement and for two years after its termination. Teapot Media or its agents will be entitled to review, at Teapot Media’s expense, during regular business hours and upon not less than five days’ written notice, such relevant books and records for the purpose of verifying Your compliance with the terms of this Agreement and all applicable laws, rules, and regulations. If Teapot Media discovers any breach of this Agreement or violation of any applicable laws, rules, or regulations, then the audit will be at Your sole cost and expense, Teapot Media may pursue all remedies available to it at law or in equity, and Teapot Media may terminate this Agreement.