1. Agreement
   The Terms of Service and Conditions found below (the "Agreement") shall govern the website owner's/operator's (the "Publisher") participation in the ROI Matrix Network (the "Program") that is offered by ROI MATRIX, LLC (ROI Matrix), a New York limited liability company. Publisher accepts the terms and conditions of this Agreement and thereby enters into a legally binding contract with ROI Matrix upon checking the "I Agree" checkbox and submitting the new Publisher application form. This Agreement shall be governed by the laws of the state of New York, and in the event of a dispute, Publisher agrees to submit to the jurisdiction of the state courts located in Kings County, New York.
2. Responsibilities
   Publisher shall include codes provided by ROI Matrix to enable the display of advertisement materials to visitors of Publisher's site. Publisher shall not modify the codes or Intellectual Property, which is herein licensed to Publisher. Publisher is solely responsible for the creation and maintenance of its own web site and for all content that appears on Publisher's web site. Publisher may not issue any press release or other public statements regarding this Agreement without ROI Matrix's prior written consent.
3. Application Process
   Publisher must complete the application in full and keep contact information current once in the Program. Although Publisher may not have more than one account with the Program, multiple sites are allowed per account, and can be added, subject to approval, throughout the span of this Agreement's term. ROI Matrix holds the right to reject any applicant for any reason whatsoever. Publisher's acceptance into the Program shall be evidenced by an 'acceptance e-mail' clearly notifying the Publisher party of its application approval and providing further instructions relating to Publisher's participation in the Program. Only approved applicants are permitted participation in the Program and be allowed to use materials offered by the Program.
4. Term and Termination
   The term of this Agreement (the "Term") will commence on the date ROI Matrix accepts and approves Publisher's completed application and will remain in full force and effect until terminated pursuant to this paragraph. All of the terms and conditions contained herein must be adhered to and are legally binding immediately upon agreement. ROI Matrix reserves the right to terminate this agreement, remove any advertisements and offers and/or terminate Publisher's access to the Program site at its sole discretion for any reason whatsoever and without notice. However, Publisher must notify ROI Matrix fourteen (14) days in advance, in writing or via e-mail, of its intentions to terminate Agreement. Publisher is obligated to fulfill any advertising campaign configured to run on its site in its entirety prior to termination with the Program. Publisher's inability to comply with any said terms of this Agreement will forfeit any unpaid earnings due to Publisher and result in immediate termination of Publisher's participation in the Program. Further legal course of action may be considered to prosecute violating Publishers.
5. Payment
   ROI Matrix will make all payments to Publisher in US Dollars based on predefined action by advertiser (per CPA) whereby Publisher will receive a net amount per specific action that originates from Publisher's account as determined by ROI Matrix and may account for bad-debt collection costs, campaign referral fees and ad-serving expenses. Payments will generally be made within forty-five (45) business days after the billing cycle to all Publishers who reach a minimum level of fifty ($50.00) dollars for all commissions earned under this Agreement less international mailing fees (for Publishers outside the United States) and less any amount ROI Matrix determines, in its sole discretion, was not validly earned from proper use of the ROI Matrix codes on Publisher's site. Commissions earned during any calendar month that are less than fifty ($50.00) dollars, at ROI Matrix's sole discretion, shall be carried over to the next billing period.
   Publisher is responsible to pay all taxes on the monies earned through the Program. ROI Matrix must receive a W9 form containing the unique tax id number of a US based Publisher, and an appropriate tax form from an international Publisher before a payment to Publisher can be made. ROI Matrix will not pay for any Actions, leads, clicks or events that occur before an offer is initiated, or after the offer terminates. In the event ROI Matrix has not received full payment for actions delivered to advertiser, ROI Matrix may delay commission payment due to Publisher on such portion until 30 days after ROI Matrix collects such full portion.
6. Referral Program
   ROI Matrix agrees to pay Publisher three percent (3%) of net moneys earned by referrals that are accepted into the Program during the term of this Agreement. Publisher may not refer self or properties that are owned or operated by self. All Publisher referral earnings will be paid in accordance with the payment terms described herein.
7. Ad-Defaults
   In the case where ROI Matrix may not be in a position to provide Publisher with paying ad offers, free default ads will be shown. Publisher party has an option to define and upload its own free default creatives to be shown in cases where paid ads inventory would be unavailable. Publisher-defined default ads must conform to limitations and guidelines specified in the "Representation and warranties" section of this Agreement. ROI Matrix makes no guarantees as to a constant, fixed or any minimum provision of paid offers to any Publisher's site.
8. Reporting
   ROI Matrix will be solely responsible for determining Publisher's earnings, impressions, actions, leads and click-through numbers. Publisher will be granted access to statistics reports via the Program site. ROI Matrix shall have the right to review such records, including but not limited to log files and all referring pages, upon request to Publisher.
9. License
   ROI Matrix hereby grants to Publisher a non-exclusive, non-transferable, royalty-free license to use, reproduce, display, transmit, and redistribute ROI Matrix's offers, codes and tags (the "Materials"). In no event is the Publisher permitted to modify or alter ROI Matrix's Materials without prior written consent from ROI Matrix. Permission to use ROI Matrix's Materials is subject to change at any time deemed appropriate by ROI Matrix and Publisher agrees to comply with all guidelines for usage of ROI Matrix Trademarks that may be provided by ROI Matrix from time to time. Expiration of the Term or any other termination of this Agreement will immediately nullify and void all license privileges granted to Publisher by ROI Matrix. Publisher hereby grants ROI Matrix a non-exclusive, royalty-free license to use and display Publisher's trademarks, service marks and logos during the Term of this Agreement. Expiration of the Term or any other termination of this Agreement will immediately nullify and void all license privileges granted to ROI Matrix by Publisher.
10. Actions/Traffic Standards
    Publisher may not in any way use SPAM, ICQ, message boards, or any artificial or incentive techniques to drive traffic to the Publisher's site or complete actions or offers, nor may the Publisher modify the code provided by ROI Matrix to display or use the ad materials or the code of other Publishers. Publisher may not drive non-human traffic, fraudulently add leads or clicks, inflate leads or clicks via fraudulent traffic (as determined solely by ROI Matrix) or generate such Actions or Traffic by using scripts, programs, auto-bots or by any other such means whatsoever, as this constitutes the artificial inflation of Actions or Traffic. Pre-filling of forms is expressly forbidden except when ROI Matrix grants Publisher permission to employ such method in case of certain co-registration offers. Any artificial inflation of Actions or Traffic directly harms advertisers and is treated as FRAUD and THEFT OF FUNDS. ROI Matrix reserves the right to prosecute any Publisher, found to be artificially inflating Actions or Traffic, to the fullest extent of the law.
    Publisher is to make all efforts in ensuring that no artificial inflation of Actions or Traffic stems from Publisher's site or account. It is Publisher's responsibility to notify ROI Matrix promptly if there is reason to believe that Publisher's Actions or Traffic are being artificially inflated. Earnings from artificial Actions/Traffic or Actions/Traffic that ROI Matrix determines, in its sole discretion, to be of generally low quality may be deducted from Publisher's earnings.
    
    The entire website and all its referring pages must be written entirely in English.
    ROI Matrix has the sole right in determining the validity of each Action, including but not limited to: lead, click and page impression. Invalid Actions will not be paid for. Failure to comply with the Action/Traffic standards will result in termination of Publisher's participation in the ROI Matrix Program and in the forfeiture of all monies owed to Publisher by ROI Matrix. If Publisher fails to take prompt action to stop fraudulent activities after being notified by ROI Matrix that such activities are occurring through Publisher's site or account, then, in addition to any other remedies available to ROI Matrix, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, ROI Matrix reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.
11. Indemnification
    Publisher will defend and indemnify ROI Matrix and its successors from and against all third party claims, suits and proceedings and any and all damages, liabilities costs and expenses (including reasonable attorneys' fees and court costs) arising from the operation of Publisher's site. ROI Matrix gives Publisher control of the defense and settlement of the claim. However, no settlement may be entered into which would adversely affect ROI Matrix. The provisions of this section shall survive the termination of this Agreement.
12. Disclaimers
    ALL GOODS AND SERVICES OFFERED BY ROI MATRIX ARE PROVIDED ON AN "AS IS" BASIS. ROI MATRIX DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ROI MATRIX WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY, ONLINE AND PAYMENT DATES, BUT MAKES NO GUARANTEE AND WILL NOT BE HELD LIABLE FOR FAILURE TO MEET SAID DATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ROI MATRIX MAKES NO WARRANTIES WITH RESPECT TO ITS SERVICES.
13. Liability Limitation
    ROI MATRIX WILL IN NO EVENT BE LIABLE TO PUBLISHER FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY ROI MATRIX TO PUBLISHER DURING THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT PUBLISHER'S LIABILITY TO ROI MATRIX FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.
14. Confidentiality
    Publisher agrees to safeguard and not disclose to anyone outside the Program any proprietary or confidential information acquired during this Agreement that is not readily accessible to persons outside the Program. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds. Publisher further agrees and undertakes not to respond to any inquiries of, solicit, or approach any of ROI Matrix's clients or business partners (including advertisers and publishers). All obligations with regard to Confidentiality and Non-solicitation mentioned herein shall survive any termination of this Agreement.
15. Representation and warranties
    Publisher party represents and warrants that: (i) it is the owner of the site that is applying for the Program and has power and authority to enter into this Agreement and to carry out its provisions; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations; and (iii) this Agreement is valid and legally binding upon it and the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound nor would violate any law or regulation of any court, governmental body or agency having jurisdiction over it.
    Publisher hereby represents, warrants and covenants to ROI Matrix that (i) it will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting, or any other form of "spamming" as a means of promoting its Web site or for the purpose of directing or referring users to any Web sites owned, operated or controlled by ROI Matrix; (ii) that Publisher will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate the ROI Matrix Materials in any manner that violates the terms and conditions of this Agreement; (iii) that Publisher will not use, promote, or display any method of masking electronic identity on the Internet, serial numbers, cracks and hacks, Warez, any program cheats, or any similar application or information relating to such application; (iv) that Publisher will not use, promote, or display any ROI Matrix Materials via applications that are downloaded onto a user's computer without first obtaining proper consent from the user; (v) that Publisher will not, directly or indirectly, place any ROI Matrix Materials on any page that contains, or has access by means of any hyperlinks maintained or created on Publisher's Web site to: (a) any material which constitutes, or could be construed, as being abusing to animals, (b) any material which entices or promotes hate or violence against any particular race, nationality, religion or lifestyle, (c) any material that is illegal, threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity; or (d) any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or (e) any program, file, data stream or other material which contains viruses, worms or any other destructive feature, regardless of whether damage is intended or unintended, which may detriment or have an adverse effect on any computer equipment, loss or corruption of data or programs, or inconvenience to any person, agency or entity; or (f) any material which can be construed as adult or pornographic; or (g) site that contains any misrepresentation or violates any privacy or publicity rights.
    Publisher also warrants and represents that any and all email lists used to promote Program offers are in full compliance with all applicable laws, including without limitation the Federal Can Spam Act.
16. Assignment
    Publisher may not assign this Agreement, in part or in whole, by operation of law or otherwise without the prior written consent of ROI Matrix; provided, however, that Publisher may assign this Agreement to an acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, controlling or under common control with such party. In the case where an assignment is made by Publisher in violation of this agreement, the assignment shall be null, void and of no effect. However, ROI Matrix may assign this Agreement, at its sole discretion.
17. Modifications
    ROI Matrix reserves all rights and may modify the terms of this Agreement without prior notice. The terms of this Agreement will be readily accessible from the ROI Matrix site and it is the Publisher's responsibility to check the terms of this Agreement from time to time. Publisher's continued use of ROI Matrix materials will constitute an acceptance of the modified agreement.
18. Force Majeure
    ROI Matrix shall not be liable for, or considered in breach of or default under the Agreement on account of, any delay or failure to perform under the terms stipulated in this Agreement that results directly or indirectly from causes beyond its reasonable control including, without limitation, war, acts of God, internet failure, computer failure, general equipment failure, telecommunication equipment failure, blackouts, strikes, riots, government actions, nonperformance of third parties, explosions, or terrorist activity.
19. Severability
    If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
20. Non-Waiver
    All terms or covenants of this Agreement may only be waived in writing by written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in anyone or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.
21. Relationship of Parties
    This Agreement does not in any way create a joint venture, association, agency or partnership between the parties. Neither party shall be deemed to be an agent, partner, employee, legal representative or a joint venture of the other party for any purpose and neither shall have any right, power or authority to enter into any agreement, contact or impose any obligation or responsibility on behalf of the other.

[Last Revised - September 2, 2005]