1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

2. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity, Includes "CPX" or “itcan” or the Client or variations or misspellings thereof in its domain name, or in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to CPX or Clients which shall be determined at CPX’s sole discretion. Affiliate may not create or design Affiliate or Network web site or any other web site that Affiliate operate, explicitly or implied in a manner which resembles CPX or Clients’ websites nor design Affiliate website in a manner which leads customers to believe Affiliate are CPX or any other affiliated business, or otherwise contains materials that CPX informs you that it considers objectionable (collectively, "Objectionable Content").

3. Not make any representations, warranties or other statements concerning CPX or Client or any of their respective products or services, except as expressly authorized herein.

4. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by CPX or Clients or a part of the Program Web Site, without prior written permission from us.

5. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.

6. Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.

7. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to CPX and Clients for use as intended by CPX and Clients.

8. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by CPX or Client, or as required by applicable laws regarding such Offers.

9. Make sure to not place CPX ads on any online auction platform (i.e. eBay, Amazon, etc).

1. The following additional program-specific terms shall apply to any promotional programs set forth below:

   1. Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of CPX. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. CPX will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to CPX at affiliates@cpx.ae . Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.

      • Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to CPX pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the CPX network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to CPX pursuant to this Agreement or otherwise.

   2. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by CPX in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.

   3. Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to CPX the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of CPX in the Network upon written notice from CPX. Unless CPX has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by CPX, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

2. Confidentiality
   Except as otherwise provided in this Agreement or with the consent of CPX, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

3. Limited License & Intellectual Property
   We grant you a non-exclusive, non transferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
   You may not alter, modify, manipulate or create derivative works of the Links or any CPX graphics, creative, copy or other materials owned by, or licensed to, CPX in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. 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 CPX’s trademarks, service marks, copyrights, patents or trade secrets. You agree that CPX may use any suggestion, comment or recommendation you choose to provide to CPX without compensation. All rights not expressly granted in this Agreement are reserved by CPX.

4. Termination
   This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all CPX or Client intellectual property, and will cease representing yourself as a CPX or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

5. Remedies
   In addition to any other rights and remedies available to us under this Agreement CPX reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) CPX determines that you have violated this Agreement, (ii) CPX receives any complaints about your participation in the Affiliate Program which CPX reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, CPX reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

6. Anti-Spam Policy
   You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to CPX for approval by sending it to your CPX representative and upon receiving written approval from CPX of your email the email may be transmitted to third parties.
   It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon CPX’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon CPX’s approval.

7. Fraud
   You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. CPX shall make all determinations about fraudulent activity in its sole discretion.

8. Restrictions

   1. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as CPX, www.CPX, and/or any of CPX’s Clients’ and The Advertisers misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to CPX or the Advertisers’, will be considered trademark violators, and will be banned from The Program. CPX shall use reasonable efforts to contact the Network prior to the ban. However, CPX reserves the right to expel any trademark violator from The Program without prior notice, and on the first occurrence of such PPC bidding behaviour.

   2. Affiliate shall not transmit any so-called including but not limited to, “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application, “ransomware and malware” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited CPX’s Clients’ sites (i.e., no page from CPX’s website or any of CPX’s Clients’ content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of CPX’s Clients’ site in IFrames, hidden links and automatic pop ups that open CPX’s client's site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Representations and Warranties
   You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, CPX represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to CPX's own business operations or CPX's proprietary products or services.

10. Modifications to This Agreement
    In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a Whatsapp broadcast to the number you provide. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, CPX may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to immediately implement any request from CPX to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

11.      Modifications to Payouts
    You acknowledge that any modifications to the payouts and / or commissions for any offer or brand will be implemented immediately, we will use the acceptable market standards to notify you with such changes via an announcement, however it is completely your responsibility to check for any announcements, changes in the Payouts, offer and or commission, and in any event CPX will not be liable for any loss, or loss of profit.

12. Independent Investigation
    You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

13. Mutual Indemnification
    Affiliate hereby agrees to indemnify, defend and hold harmless CPX and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or CPX or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
    CPX hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that CPX is not authorized to provide you with the Links.

14. Disclaimers
    THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, CPX 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. CPX DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. CPX EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. CPX DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

15. Limitation of Liability
    IN NO EVENT SHALL CPX BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF CPX. IN NO EVENT WILL CPX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL 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 CPX HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CPX'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY CPX IN COMMISSIONS DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

16. Non Circumvention
    Affiliate hereby agrees that during the term of this Agreement, the Affiliate will not solicit a similar deal and/or agreement with CPX’s Clients nor contact any of the companies or brands CPX has worked for with the Affiliate for the purpose of circumventing. If such circumvention occurs CPX shall be entitled to any amounts due as compensation pursuant to this Agreement.

Governing Law & Miscellaneous
This Agreement shall be governed by the Federal Laws of the United Arab of Emirates, Emirate of Dubai. Any Disputes arising out or from this Agreement shall be submitted exclusively to Dubai Courts. Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by CPX to enforce the terms of this Agreement. This Agreement contains the entire agreement between CPX and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that CPX shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether CPX "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without CPX's prior written consent. CPX may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications'' section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting an application to the Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to the Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on: August 22, 2022