Affiliate ROI Publisher Terms & Conditions

Updated: 02/06/15

These Publisher Terms and Conditions (the "Agreement" ) is entered into effective upon the date of acceptance of your Publisher application by Affiliate ROI, as reflected in Affiliate ROI's confirmation to you of the same (the "Effective Date") by and between Affiliate ROI, a Delaware LLC with a principal business address of 7300 W. 110th St., Suite 925, Overland Park, KS 66210 ("Affiliate ROI"), and you, as reflected in the information you provided to Affiliate ROI in application to participate in the Affiliate ROI Publisher program, including your corporate name, the laws of the state under which your business is organized, and your principal business address ("Publisher", "You" or "Your"). Publisher and Affiliate ROI may also be individually referred to herein as a "Party" and collectively as the "Parties."

Whereas, Affiliate ROI operates an advertising program through which it assists Publishers in marketing third-party goods and services (the "Program") through the Affiliate ROI Network ("Network") which may generally be accessed at http://www.affiliateroi.net/ (the "Site");

Whereas, Affiliate ROI obtains and maintains a collection of advertising inventory from third party advertisers ("Advertisers"), composed of graphical creatives, subject lines and text link promotions (the "Content") sorted by payment type (Cost Per Click, or "CPC"; and Cost Per Action, or "CPA") and therein sorted by category into distinct marketing campaigns ("Campaigns") which may change from time to time, and which are made available to Publisher via the Site (collectively, the "Marketing Services"); and

Whereas, Publisher wishes to access and (a) deliver Content only to a list of permission-based email addresses (the "Database"), and/or (b) operate one or more Internet websites or otherwise deliver Content as Affiliate ROI may from time to time authorize in writing;

Now, therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Revenue and Reporting.

The calculation of Publisher's earnings ("Commissions") will be determined based upon the applicable Campaign payment type (CPC or CPA), in accordance with the following terms:

General Payment Provisions.

1. All Commissions will be paid in US dollars. No payments will be issued for any amounts less than $50 US Dollars, except in the sole discretion of Affiliate ROI. Payment to Publisher for any Commissions earned can be made via automated clearing house ("ACH") if Publisher resides within the United States, and via wire transfer if Publisher resides outside of the United States.

2. In the event a legal action is brought against, or a dispute is raised with Affiliate ROI by one of its Advertisers in connection with Publisher, Affiliate ROI reserves the right to hold amounts otherwise due and owing to Publisher under this Agreement until the legal action or dispute is resolved. If an Advertiser makes an overpayment to Affiliate ROI for any reason and Affiliate ROI has already paid funds to Publisher, or if an Advertiser invalidates any of Publisher's actions, Affiliate ROI may debit a future payment to Publisher or invoice Publisher for the appropriate amount. Affiliate ROI reserves the right to investigate invalid or questionable traffic, including but not limited to traffic it suspects is the result of fraud, and to make revenue adjustments in its sole reasonable discretion based upon its findings and determinations. Affiliate ROI shall notify Publisher of any disputes or investigations, and the outcome of the same. In the event Affiliate ROI suspects Publisher may have sent an email or promoted a Campaign in any manner that violates law or this Agreement, Publisher shall cooperate fully with Affiliate ROI's investigation, and shall within 24 hours of request, tender to Affiliate ROI all information relevant to its investigation.

3. If Publisher is a U.S. resident, Publisher's account must have a unique, valid taxpayer identification number (TIN) or valid Social Security Number (SSN) associated with it. Publisher must have a valid, completed Form W8 or Form W9 on file with Affiliate ROI, and Affiliate ROI shall have no obligation to pay Publisher until the appropriate form is filed with Affiliate ROI.

4. In the event Affiliate ROI fails to receive payment in full from an Advertiser it shall have no payment obligation to Publisher. Publisher accepts all risks associated with non-payment by the Advertiser, and explicitly acknowledges that Affiliate ROI is not a guarantor of any payment or other obligations of any Advertiser. If an Advertiser does not pay on time, Affiliate ROI may notify Publisher and offer its best efforts in matters related to collections, but it is not contractually bound to do so.

5. Affiliate ROI may, in its sole discretion, decide to pay Publisher for any Commissions owed to Publisher by an Advertiser in the event Advertiser does not timely pay Affiliate ROI. In the event that Affiliate ROI decides to make such a payment to Publisher, Publisher agrees to assign all rights to future payments from the Advertiser to Affiliate ROI to the extent that Affiliate ROI has already paid an equivalent amount in Commissions to Publisher.

6. Affiliate ROI will not pay any interest or late payment fees on any Commissions or other payments held or withheld by Affiliate ROI unless Affiliate ROI otherwise explicitly agrees in a signed writing to do so.

CPC Campaign Payment.

1. For all Cost Per Click ("CPC") Campaigns, Affiliate ROI will report to Publisher the amount of money Publisher earned the prior day in an online report. An automated revenue sharing formula taking into account conversion rates, traffic quality and market dynamics shall be used to determine the amount of money earned by each party.

2. Affiliate ROI shall pay Publisher on the fifteenth business day of the second calendar month after earnings are generated, less any adjustments explicitly described herein;

CPA Campaign Payment.

1. All Cost Per Action ("CPA") Campaigns will specify the CPA dollar amount and terms under which Publisher will receive Commissions when the Campaign's requirements are fulfilled. Commissions are generated per the occurrence of a valid "Action" as defined in the Network for each Campaign (for example, a purchase, registration, impression, zip submit or lead). Commissions will be owed to Publisher from third parties whose Campaigns appear on the Site. Payment for Commissions shall be made not more than thirty (30) days following the end of the month in which the Commissions were earned, though Affiliate ROI may, in its sole discretion, make payment to Publisher within fifteen (15) days of the end of the month in which the Commissions were earned. All payments are based on actual figures as defined, accounted and audited by an Advertiser and/or Affiliate ROI.

2. Affiliate ROI will generally facilitate payment by disbursing the earned portion of lump sum aggregate payments to Publisher within fifteen (15) days of receipt of payment from Advertiser, unless otherwise explicitly stated in the Campaign or unless some or all of the payment has been forfeited by Publisher or is otherwise in dispute. Affiliate ROI will disburse this payment electronically.

3. Affiliate ROI will not pay for any actions that occur before a Campaign is initiated, or after a Campaign terminates. Invoices submitted to Affiliate ROI and payments made to Publisher shall be based on the actions and corresponding Commissions as reported by Affiliate ROI, based on online or offline reporting of the Data by Affiliate ROI. Affiliate ROI and Advertisers will not be responsible to compensate Publisher for actions that are not recorded due to Publisher's error or intentional interference.

Publisher Representation and Warranties.

Publisher represents and warrants that:

1. Publisher is performing this Agreement without use of or reliance upon any third-party sub-affiliates or partners. If Publisher performs this Agreement through one or more third-party sub-affiliates, it agrees to unconditionally bear the obligations, risks and liabilities of each such third party for all purposes under this Agreement (including such times as the third-party sub-affiliate may act outside of his or her scope of agency). Upon written demand by Affiliate ROI, in Affiliate ROI's sole discretion, Publisher shall cease such relationship with any or all sub-affiliates or partners for purposes of performance of this Agreement. To the extent Publisher performs this Agreement through use of or reliance upon any third-party sub-affiliate or partner, Publisher specifically represents and warrants that each such third party sub-affiliate or partner shall adhere to each of the further representations and warranties set forth herein, and that Publisher is only working with third party sub-affiliates or partners who have entered into a written agreement with Publisher containing representation and warranty provisions substantially similar to those set forth herein.

2. All of its marketing services provided under this Agreement: (i) comply with applicable federal and state laws of the United States, and any other laws of applicable jurisdictions; (ii) comply with all applicable Campaign instructions and/or restrictions specified in the Campaign; and (iii) do not entail or promote any illegal activities of any kind, including, without limitation the Federal Trade Commission Act (FTC Act"), the CAN-SPAM Act, Federal Trade Commission ("FTC") regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and other federal and state laws, regulations, and guidelines as they may be modified or amended from time to time.

3. Publisher is in good standing under the laws of its state of organization (if a corporate entity), and Publisher has all rights necessary to enter into and be bound by the terms of this Agreement, including a reasonably drafted privacy policy permitting it to perform the terms herein.

4. Publisher will promote Affiliate ROI Campaigns in strict accordance with the terms and conditions of this Agreement as well as all instructions and restrictions provided in the Network for each Campaign. Publisher will not modify or alter the Content provided for use for a Campaign without Affiliate ROI's prior written consent, and will display the Content provided through the Network exactly as it appears in the Network and will not alter any Content without the express prior written authorization of Affiliate ROI. Publisher will not use material that is deceptive or misleading or otherwise fails to comply with applicable federal and state laws, rules, regulations, ordinances, judgments, orders, licenses, permits, decisions, or other requirements, now or hereinafter instituted. Publisher will not infringe upon the personal rights, trademark, service mark, trade dress, trade name, logo, publicity right, copyright, or other intellectual property of Affiliate ROI or any third party. Publisher will not conduct advertising via facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages, text messages, or SMS).

5. Publisher's marketing services will not include the use of paid or sponsored search results, or spyware or adware (defined as the placing of code or a program, other than a cookie, onto a user's computer that monitors the user's behavior and selects or causes to be selected advertising based on the user's behavior) to promote any Campaign unless it is explicitly and expressly allowed as part of a Campaign.

6. Publisher will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Affiliate ROI that allows Affiliate ROI to measure ad performance and provide its service ("Site Data"). If instructed to do so by Affiliate ROI, and upon termination of this Agreement, Publisher will immediately remove and discontinue the use of any Site Data.

7. Publisher will not post any specific messages relating to Affiliate ROI, the Network, or any Content or Campaign to newsgroups, chat rooms, bulletin boards, blog comments, or to any Internet site that utilizes social website internal email systems, or any other places unless expressly approved in writing by Affiliate ROI.

8. Publisher will not provide any marketing services under this Agreement via a website or link to other websites that contain any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content.

9. Publisher shall not use any fraudulent or deceptive means to perform this Agreement. "Fraudulent or deceptive means" include, but are not limited to: (i) adding leads or clicks through fraudulent traffic generation, such as pre-population of forms or the use of "bots" or other mechanisms not approved by Affiliate ROI; (ii) using "impression spam", defined as the frequent or automated searching of a search term used to reduce competitors' click-thru rates on their advertisements, in conjunction with paid search Campaigns; (iii) altering Content in any way, unless authorized in writing by Affiliate ROI; or (iv) any illegal activity whatsoever, under the laws and treaties of the United States, any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws; or (v) any other activity whatsoever in violation of US law, or any other conduct in breach of the terms herein. For the avoidance of doubt, Publisher understands Affiliate ROI may decline to pay or otherwise compensate Publisher for any clicks, leads, actions or traffic generated using fraudulent or deceptive means, as determined by Affiliate ROI in its sole discretion.

10. During the term of this Agreement, and for a period of one (1) year after termination of this Agreement, Publisher shall not utilize Affiliate ROI Content as a prospecting tool for purposes of soliciting Affiliate ROI advertisers.

11. Publisher shall abide by any category, Campaign or sub-ID daily click or revenue caps as determined by Affiliate ROI from time to time. For the avoidance of doubt, Publisher understands Affiliate ROI may in its sole discretion decline to pay or otherwise compensate Publisher for any clicks, leads or traffic in excess of such caps.

12. Publisher will not participate in any class action litigation instituted in connection with any controversy arising out of this Agreement, or to interpret or enforce any rights under this Agreement.

13. The bank account information Publisher submitted in connection with its APS account is correct, and Affiliate ROI shall have no obligation or liability to Publisher for any incorrect banking or routing information Publisher provides to Affiliate ROI.

14. There have been no actions and there are currently no known potential actions, whereby Publisher or any of its affiliates, subsidiaries or other related companies has been named in a suit alleging fraud, deception, unfair trade practices, illegal or unlicensed activity, breach of fiduciary duty or other similar action brought by the Federal Trade Commission, the Consumer Financial Protection Bureau, any State Attorneys General, or any state or local agency with jurisdiction over your activities.

Publisher Warranties on CAN-SPAM Compliance.

Publisher further represents and warrants that:

1. Publisher is and shall remain in compliance with the CAN-SPAM Act and other applicable federal and state laws and regulations governing online advertising and the transmission of commercial email, and agrees to cease transmission of any commercial email under this Agreement within ten (10) calendar days of receipt of an opt-out message from a user, unless the user subsequently requests such email communication be initiated again.

2. Without limiting the foregoing, Publisher shall identify itself and not list or display any Advertiser participating in the Program in the "From" line of any email sent in performance of this Agreement.

3. Publisher's product, service, or Internet website is advertised or promoted by each email it sends in performance of this Agreement, sufficient to qualify Publisher as a "sender" under the CAN-SPAM Act, 15 U.S.C. 7702(16)(A).

4. Publisher shall provide a functioning unsubscribe link, Publisher's name, a valid postal mailing address and link to both its website and privacy policy, in each CPA or CPC email it sends in performance of this Agreement.

5. Publisher's Database is wholly composed of permission based email addresses obtained and maintained in conformity with all applicable laws, including without limitation, the CAN-SPAM Act and applicable state laws, and does not contain any email addresses that were obtained through email harvesting or dictionary attacks, whether by Publisher or by a third party.

6. Publisher shall download and apply the Affiliate ROI Suppression List at least once every seven (7) days and take such other reasonable steps as necessary to prevent Content from being delivered to email addresses listed therein.

If Publisher promotes CPC Campaigns, Publisher further represents and warrants that:

1. Publisher shall not use any Incentivized Means to promote any CPC Campaign under this Agreement. "Incentivized Means" include, but are not limited to: (i) requiring a user to click in order to receive any benefit other than that being promoted by the Affiliate ROI Advertiser, or obtain some other result or perform another function such as leaving a webpage or closing a window; (ii) generating traffic arising directly or indirectly from "paid to read" type plans or programs; (iii) awarding customers cash, points, prizes, contest entries, or any other thing of value transferred or licensed to a user or a person or entity under the control of a user; or (iv) any other activity whatsoever in violation of US law, or any other conduct in breach of the terms herein.

2. Publisher shall deliver the Content only to U.S. email addressees, unless otherwise authorized in a prior written notice by Affiliate ROI to Publisher.

3. Upon request by Affiliate ROI, Publisher shall provide date, time stamp, IP address and site ID (URL) for the express consent (opt-in) obtained from any user in the Publisher Database within 24 hours of such request.

If Publisher promotes CPA Campaigns, Publisher further represents and warrants that:

1. It owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on its media properties, such as Publisher's website, affiliated websites, third-party websites used by Publisher to provide advertising services (e.g. Google.com or Yahoo.com) or Publishers Database (collectively, "Media") and that its Media are in compliance with all applicable laws and do not contain or promote, nor link to, another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal or illegally obtained content.

2. Publisher's Media will not include any of the following:

a. A site that consists solely of a list of links or advertisements.

b. A site whose content consists solely of an advertisement from a Campaign.

c. A site that offers Incentivized Means to cause users to click on ads, unless the only Campaign(s) promoted by Publisher through the Network explicitly allow incentives; that is, Publisher may not run both incentivized and non-incentivized Campaigns and will be limited to running only incentivized Campaigns if Publisher promotes any Campaigns through Incentivized Means.

d. A site that includes spawning process pop-ups or that causes more than one pop-up window to appear.

e. Third-party website internal communications systems, including but not limited to internal website email (e.g. Facebook.com email), bulletin boards, or chat rooms.

f. Content or material that may infringe on any personal property rights, intellectual property rights or rights to be free of tortious behavior, including, but not limited to: Racial, ethnic, political, religious, gender, or lifestyle hate-mongering or otherwise objectionable content; Advice not permitted under law; Gratuitous violence or profanity; Material that defames, abuses, or threatens or urges physical harm to others; Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; Software or other media pirating (e.g. Warez, Hotline); Hacking, spoofing, phishing or Phreaking.

g. A site that is not fully functional at all levels, with no "under construction" sites or sections.

h. Any spoofing, redirecting, or trafficking from or to adult-related websites in an effort to gain traffic.

i. Use of any spyware or malware or any program that generates new browser windows or tabs based on behavioral profiles, except to the extent such use is expressly approved in writing by Affiliate ROI.

3. Publisher will not to use any Incentivized Means to promote CPA Campaigns unless the Incentivized Means are expressly permitted under the terms of the CPA Campaign as set forth in the Network. For the avoidance of doubt, Publisher understands Affiliate ROI may decline to pay or otherwise compensate Publisher for any clicks, leads, actions or traffic generated using non-permitted incentivized means, as determined by Affiliate ROI in its sole discretion.

Affiliate ROI Representations and Warranties.

Affiliate ROI warrants and represents that: (a) it is a corporation duly organized and has full power and authority to enter into this Agreement; and (b) it shall use commercial best efforts to ensure that no gambling, patently offensive or pornographic promotions or images are stored or maintained in its available inventory for performance of this Agreement.

Intellectual Property.

1. Affiliate ROI and/or its Advertisers exclusively own all right, title and interest to and in the graphical creative style, design, look and feel, trademarks, copyrights, and related intellectual property pertaining to the Marketing Services. This Agreement does not transfer any ownership rights to Publisher or any third party. Publisher agrees to follow all requirements reasonably made by Affiliate ROI to protect Affiliate ROI's and its Advertisers' intellectual property.

2. If approved as a publisher, Affiliate ROI grants Publisher a non-transferable, non-exclusive, revocable, limited license to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth in this Agreement. Publisher acknowledges that its license to the Site and any Content therein is strictly limited solely to Publisher and to such officers, directors, or employees as Publisher may have. Publisher must not allow access to the Site by any third parties that are not officers, directors, or employees of Publisher through the use of Publisher's Site access. Any access to the Site by a third party not authorized by Affiliate ROI to do so shall be considered trespass. If an unauthorized third party uses Your Site access to gain access to the Site, such access shall constitute trespass and shall constitute a material breach of this Agreement by Publisher. Affiliate ROI reserves all other rights (legal or otherwise) that it may have against Publisher in the event that a trespass occurs using Publisher's Site access.

3. Affiliate ROI shall track certain data pertaining to each Campaign performed under this Agreement, including clicks, opens and click-throughs. This data shall be sole and exclusive proprietary property of Affiliate ROI, which shall own all right, title and interest therein. Notwithstanding the preceding sentence, Publisher may obtain and track, through its own know-how, similar or substantially similar data in its course of performance of this Agreement, and Affiliate ROI makes no ownership claims to such data collected by Publisher.

Mutual Indemnification.

Affiliate ROI shall defend and/or indemnify Publisher from and against any judgment, loss, damage, claim or expense arising out of any breach of any representation or warranty of Affiliate ROI set forth herein. Publisher shall defend and/or indemnify Affiliate ROI and its Advertisers from and against any judgment, loss, damage, claim or expense arising out of (a) any breach of any representation or warranty of Publisher set forth herein, including but not limited to representations of Publisher's compliance with state and federal laws and regulations, such as the CAN-SPAM Act of 2003 governing the distribution of commercial electronic communication over the internet; (b) improper use of the Network or Site by Publisher; (c) improper promotion of any Campaign; or (d) any willful misconduct or gross neglect.

Disclaimer of Warranties.

Except as set forth herein, neither party makes any representations, and hereby expressly disclaims all warranties, express or implied, including any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose and including any implied warranties arising from course of dealing or course of performance. Without limiting the foregoing, Affiliate ROI specifically disclaims any warranty regarding (a) the success of any marketing services provided by Affiliate ROI, (b) the content provided through the marketing services, or (c) the error-free, disruption-free or interruption-free nature of the marketing services or the site. Publisher uses the site and the marketing services provided by Affiliate ROI at its own risk.

Limitation of Liability.

Notwithstanding the indemnification provisions of this Agreement, Affiliate ROI's total cumulative liability for any damages, losses, injuries, liabilities, indemnities or expenses (collectively: "damages") of any kind arising out of or in connection with this Agreement will not exceed the amounts paid by Affiliate ROI to Publisher during the six (6) months prior to the date the cause of action arose. To the maximum extent permitted by applicable law, in no case will either party be liable for any incidental, indirect, special, exemplary or consequential damages or for lost profits, savings, or revenues, regardless of whether such party is aware of the possibility of such loss or damage. Except as set forth herein, Affiliate ROI disclaims all liability of any kind related to its Advertisers and the advertising content. In addition, each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Affiliate ROI shall not be liable to Publisher by reason of failure or delay in the performance of any obligation hereunder on account of acts of god, fires, floods, storms, earthquakes, war, terrorism, governmental action, labor conditions, riots, other natural disasters, interruption in internet service, or any other cause which is beyond the reasonable control of Affiliate ROI. The remedies set forth in this Agreement state each party's sole liability and the other party's sole remedies for any damages arising out of or in connection with this Agreement..

Fraud.

Affiliate ROI reserves the right to monitor Publisher sites for evidence of fraudulent activity and non-compliance with the terms of this Agreement. If Affiliate ROI finds evidence on an Publisher's site of false registration or alteration, use of misappropriated or virtual credit/debit cards, or attempts to alter, traffic counts, revenue, sales, conversions, or other artificial inflation of sales reports by any means, including the use of any device or robot/program, Affiliate ROI will report the Publisher (the "Offending Publisher") to the appropriate authorities for fraud. The Offending Publisher will also be immediately disqualified from future participation or access to the Program. Affiliate ROI agrees that it will terminate any Publishers found to be responsible for fraudulent orders, it will not pay associated Referral Fees when fraud is detected, and the Offending Publisher may be subject to civil and criminal lawsuits.

Confidential Information.

"Confidential Information" means all information, whether obtained in written, oral or electronic form, of a proprietary nature which is released by one Party to the other or otherwise obtained by a Party, including without limitation all know-how, business processes, designs, drawings, source code, targeting methodologies, algorithms, object code, customer data, business plans, contact lists, research, business opportunities, technology, related information and third-party confidential information. Additionally, all non-public information, data and reports received under this Agreement or as part of the services provided hereunder by Affiliate ROI including, but not limited to, the terms of any Campaign, CPC or CPA payouts, Publisher's Site access information (i.e. Publisher's username and password) is proprietary to and owned by Affiliate ROI and shall be deemed Confidential Information. Confidential Information, however, does not include information that a Party can demonstrate by a preponderance of the evidence: (a) is now or subsequently becomes generally available to the public through no fault or breach on such Party's part; (b) rightfully in such Party's possession prior to disclosure to such Party; (c) rightfully obtained by such Party from a third party who has the right to transfer or disclose it; or (d) is third-party software and/or documentation provided by such Party and accompanied by licensing terms that do not impose confidentiality obligations on such use. A Party receiving Confidential Information agrees (1) that it is claimed to be a trade secret of the other Party; (2) not to disclose it to any third party or use any of such Confidential Information for its own use or for any purpose except as necessary and consistent with the terms of this Agreement; (3) to limit the use of and access to such Confidential Information to such employees who have a need to know such Confidential Information; (4) that it will promptly notify the other Party in writing of any unauthorized disclosures and/or use thereof. The aforementioned notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties involved therewith. These non-disclosure obligations shall survive the termination of this Agreement for a period of five (5) years. If a request is made of Publisher to disclose Confidential Information pursuant to operation of law, Publisher agrees to immediately inform Affiliate ROI via written notice sufficiently promptly to allow Affiliate ROI to seek a protective order prior to the time commanded to produce or disclose such Confidential Information, but in no event later than five (5) days prior to the date production or disclosure is required, and Publisher agrees to cooperate in whatever way Affiliate ROI requests in order to protect that information from disclosure.

Compliance Monitoring.

1. Publisher agrees to allow Affiliate ROI to use any means of monitoring Publisher's practices or Media used in performance of this Agreement, including but not limited to: (a) the use of a seed email account which Affiliate ROI may require Publisher to include in any email Campaign delivered by Publisher under this Agreement; (b) the use of third-party monitoring services, including, but not limited, to Email Analyst, Lashback, UnsubCentral, BrandVerity; and others; and (c) the use of proprietary monitoring systems, including, but not limited to, monitoring of IP usage.

2. Affiliate ROI will freeze Your account and prohibit Your access to that account (including a suspension of payment obligations to You) pending the conclusion of Affiliate ROI's investigation if Affiliate ROI reasonably believes Your account has (i) click-thru rates that are much higher than industry averages and where solid justification is not evident; (ii) only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; (iii) shown fraudulent leads as determined by Affiliate ROI, our clients or by third parties; (iv) used fake redirects, automated software, and/or fraud to generate clicks or leads from our Campaigns; or (v) violated any prohibitions contained in this Agreement.

3. Publisher agrees to provide any information requested by Affiliate ROI that is reasonably related to Publisher's compliance with the terms of this Agreement. Email opt-in information must be provided to Affiliate ROI within twenty-four (24) hours of the time Affiliate ROI requests it from Publisher. Other requests for information from Affiliate ROI must be complied with in the timeframe set forth by Affiliate ROI. If no timeframe is set forth, Publisher must comply in a commercially reasonable time, which shall not exceed five (5) business days.

4. Campaigns may be subject to additional rules, as set forth in the Campaign details, and Publisher's promotion of a Campaign constitutes Publisher's acceptance of those additional rules and Publisher's agreement not to breach said rules, which are incorporated herein by this reference. Violation of the additional rules in a Campaign shall constitute a material breach of this Agreement.

5. Affiliate ROI may, following a reasonable determination in Affiliate ROI's sole discretion that an Action is invalid (whether because the Action was caused by fraud or otherwise), seek a refund or setoff of future Commissions (or both) from Publisher for the value of any payments previously made by Affiliate ROI to Publisher that reasonably relate to that invalid Action. Affiliate ROI may seek such refunds or setoffs at any time during this Agreement and for up to one (1) year following the termination of this Agreement. Publisher expressly consents to such a setoff in advance and Publisher agrees to provide such a refund within five (5) business days of Affiliate ROI's written notice to Publisher of Your obligation to provide the refund. This remedy is in addition to all other rights, legal or otherwise, as Affiliate ROI may have against Publisher as a result of the invalid Action(s).

6. Affiliate ROI reserves any and all rights, civil and criminal, it may have against Publisher included in and independent of this Agreement for violation of this Agreement.

Termination.

Either Party may terminate this Agreement for convenience without notice. All obligations herein pertaining to uncontested payments, unresolved disputes, limitation of liability, indemnity and confidentiality shall survive such termination. Publisher's account shall automatically terminate where Publisher does not generate revenue of at least $100.00 per month for six continuous months. Affiliate ROI reserves the right, in its sole and absolute discretion, to remove any Campaign from the Network at any time for any reason. Affiliate ROI further reserves the right to immediately terminate Publisher's access to the Site at any time without notice. If Publisher commits any violation of this Agreement, then all payments owed to Publisher are forfeited, as determined in the sole and absolute discretion of Affiliate ROI.

General Provisions.

1. Affiliate ROI and Publisher are independent contractors and nothing herein constitutes or creates a joint venture, partnership, employment relationship or other similar arrangement between the Parties.

2. Neither Party may assign rights or delegate duties under this Agreement, in whole or in part, without the express prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned, except that assignment by Affiliate ROI is permitted without consent upon the merger, reorganization, change of control or sale of all or substantially all of the assets of Affiliate ROI. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

3. Unless otherwise specifies, notice under this Agreement to either Party shall be transmitted by registered mail or reputable overnight courier, to the contact information provided by Publisher in its application to participate in the Affiliate ROI Affiliate Network if to Publisher, and to the address for Affiliate ROI provided herein if to Affiliate ROI, as the same may be updated from time to time.

4. This Agreement and any attachment(s) hereto, are fully incorporated and integrated, and set forth the entire understanding of the Parties with respect to the subject matter of this Agreement, superseding any prior or contemporaneous agreements or understandings, whether written, electronic or oral, which may have existed between the Parties on such subject matter.

5. This Agreement will not be varied, amended, or supplemented except in a writing which makes reference to this Agreement and is signed by both Parties, or through electronic acknowledgement and/or continued performance of the Agreement by Publisher after notice of changed terms and conditions from Affiliate ROI via email, electronic or digital messaging displayed in the Network, or other means which provide actual notice to Publisher of the change(s).

6. This Agreement is to be construed in accordance with the laws of the State of Kansas. Failure by either Party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a Party's right to later enforce such provisions.

7. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

8. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of this Agreement, or to interpret or enforce any rights under this Agreement, the prevailing party is entitled to recover reasonable costs and expenses, including attorneys' fees, other professionals' fees, other collections costs and prejudgment interest at the maximum legal rate in addition to any other available remedy.

10. This Agreement may be executed in one or more counterparts, each in the English language and each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. A facsimile or electronic signature, or reasonable indication of assent through electronic means, shall have the same force and effect as a handwritten signature.

11. Affiliate ROI reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time. Publisher's continued use of the Site after any such modification and notification thereof shall constitute Publisher's consent to such modification. Affiliate ROI may change a Campaign at any time unless otherwise specified upon reasonable notice to Publisher. Similarly, Publisher may cease to promote previously accepted Campaigns at any time unless otherwise specified.