PUBLISHER TERMS AND CONDITIONS 

These Publisher Terms and Conditions (the “Agreement“) govern the Affiliate Network and online advertisement serving services (“Services“) provided by ROIRocket.com, LLC, a Florida Limited Liability Company doing business as ROIRocket (“ROIRocket“) located at 1675 Larimer Street, Suite 640, Denver, CO 80202, the individual or entity identified below by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, agrees to be bound by this Agreement as a “Publisher.”

ROIRocket MAY AMEND THIS AGREEMENT FROM TIME TO TIME WITHOUT SPECIFIC NOTICE TO PUBLISHER AND PURSUANT TO APPLICABLE LAW. AMENDED VERSIONS OF THIS AGREEMENT, INCLUDING CHANGES, AMENDMENTS OR MODIFICATIONS OF ANY PARTICULAR PROVISION CONTAINED HEREIN, WILL BE EFFECTIVE UPON POSTING AT WWW.roirocket.COM. PUBLISHER AGREES TO REVIEW THE AGREEMENT FOR AMENDMENTS UPON EACH LOGIN AND OTHERWISE FROM TIME TO TIME. IF ANY MODIFICATION OR AMENDMENT IS UNACCEPTABLE TO PUBLISHER, PUBLISHER’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND THEREFORE TERMINATE THEIR ONLINE PUBLISHER ACCOUNT WITH ROIRocket. PUBLISHER’S CONTINUED PARTICIPATION IN THE ROIRocket PUBLISHER PROGRAM, POSTING OF ROIRocket ADVERTISER BANNERS, TRANSMISSION OF ROIRocket ADVERTISER EMAIL CREATIVES, AND/OR RECEIPT OF ANY SERVICES FOLLOWING ROIRocket’S POSTING OF A CHANGE NOTICE OR AMENDED AGREEMENT AT WWW.roirocket.COM WILL CONSTITUTE LEGALLY BINDING ACCEPTANCE OF THE CHANGE, AMENDMENT, OR MODIFICATION ON THE PART OF THE PUBLISHER.

1. License Grant

1.1 By ROIRocket.
Subject to the terms and conditions of this Agreement and upon approval of Publisher by ROIRocket in accordance with Section 3 below, ROIRocket hereby grants to Publisher a limited, non-exclusive, non-transferable and revocable right, without right to sublicense, to: (a) publish and display certain promotional advertisements, banners, email creative, pop unders, pop overs, text links, buttons and or other content (“Advertisements“) provided by ROIRocket on behalf of certain third-party clients of ROIRocket (“Advertisers“) in an unmodified, electronic form on certain webs sites owned or operated by Publisher (“Publisher Websites“), through email marketing, and/or through PPC campaigns (where allowed) and; (b) to access the functionality made available by ROIRocket at this website (the “ROIRocket Website“) solely for the purpose of managing Publisher’s account(s), subject to the terms and conditions of this Agreement and all applicable local, state and federal laws.

1.2 By Publisher
Upon approval of Publisher by ROIRocket in accordance with Section 2 below, ROIRocket may make available relevant Advertisements to Publisher. Publisher hereby acknowledges and agrees that the performance of the Services shall not be construed as creating any type of relationship, agency, or duty between ROIRocket and Publisher, (b) ROIRocket makes no representation nor does it warrant that the Publisher shall generate any specific amount of revenue, and (c) ROIRocket shall bear no responsibility, in any form, for the Publisher generating, or failing to generate, any specific amount of revenue. (d) ROIRocket RESERVES THE RIGHT TO USE THE PUBLISHER’S SSN or EIN PROVIDED TO VERIFY HIS/HER IDENTITY.

2. Sign Up and Approval Process

2.1 In order to use the Services and/or the ROIRocket Website, Publisher must obtain the prior approval of ROIRocket which ROIRocket may withhold in its sole discretion, with or without cause, for any reason, including without limitation if such Publisher Website, at any time in ROIRocket’s sole discretion:

  • Fails to contain only English language content, de minimis use of a foreign language permitted;
  • Fails to provide substantive content and/or consists primarily of a parking page, list of links, “under construction” pages or advertisements, or is or becomes solely centered around making or generating Commissions (as defined below).
  • Resolves to a sub-domain URL and not to a top level domain
  • Offers rebates, coupons or incentives, including cash, points, prizes, and contest entries; with the purpose of attracting visitors to the Publisher Website to generate Commissions (as defined below);
  • Fails to comply with all applicable federal and state laws and regulations.
  • Uses any mousetraps, such as windows that reappear, spawn new windows or otherwise resist being closed.
  • Fails to attract a minimum of 1000 unique page views per month.
  • Contains or links to content which involves the sale, distribution or promotion of (i) any kind of multilevel membership scheme, social network website marketing program or which otherwise has no appreciable value to the customer other than the potential for resale or marketing; (ii) franchises or franchise opportunities, (iii) unlicensed content or which otherwise violates the intellectual property rights or other rights of any person, entity or estate; (iv) website templates; (v) spyware; (vi) phone minutes; (vii) existing debts; (viii) digital cash; (ix) spending accounts; (x) money transfer; (xi) gift certificates; (xii) coupons, rebates, or vouchers; (xiii) securities, stocks, bonds, or deeds; (xiv) sweepstakes, wagers, wagering pools, or lottery tickets; (xv) warez, pirated software, digital rights protection circumvention or hacking tools; (xvi) anonymous proxies, proxy lists, (http/tcp proxies, irc/ircd, bnc, eggdrop, socks4/5, or remote bots; (xvii) shell accounts, dial-ups, dial-ins, phone services, cell messaging, cell sms, or spamming tools; (xviii) fake ID tools; (xix) credit repair services; (xx) SSN searches, SSN lookups, or SSN verifications; (xxii) term papers; (xxiii) password lists, email address lists, postal address lists; (xxv) any materials endorsing or encouraging violence, hatred, revenge, racism, victimization, discrimination of any kind, criminal activity, (xxvi) is otherwise prohibited by any applicable law; (xxvii) reflects unfavorable on ROIRocket and/or its Advertisers or that could otherwise adversely impact or damage the reputation or public image of ROIRocket and/or its Advertisers; and/or (xxviii) any other category of content which ROIRocket, in its sole discretion decides to prohibit (each “Prohibited Content“).

2.2 ROIRocket reserves the right, in its sole discretion and without liability to remove any Publisher and/or Publisher Website from the Services regardless of whether such Publisher or Publisher Website was previously accepted at any time, with or without notice to the Publisher at its sole discretion.

3. Term and Termination

3.1 Term This Agreement shall commence on the Effective Date and shall continue in full force until terminated by operation of law or otherwise in accordance with the terms of this Agreement.

3.2 Termination. ROIRocket may terminate this Agreement and Publisher’s participation in all or any part of the Services provided hereunder, without cause and for convenience, with or without prior notice, which may be in email form, to Publisher. Without limiting the foregoing, in the event ROIRocket in good faith believes that the other party is in violation of applicable law (in connection with its performance of this Agreement) or in breach of any terms of this Agreement, ROIRocket shall have right to terminate this Agreement immediately. In all other circumstances, Publisher may terminate this Agreement only upon providing ROIRocket with thirty (30) days’ advance written notice.

3.3 Effects of Termination. Upon termination of this Agreement for any reason, (a) all rights granted to Publisher shall immediately terminate and revert to ROIRocket, (b) Publisher shall immediately discontinue all use of Advertisements, (c) Publisher shall immediately destroy or deliver, at ROIRocket’s option, all Advertisements and any related materials, if any, in whatever format that have been provided to Publisher and shall delete all copies of any such Advertisements and/or related materials from any computer, computer storage device or media on which the Advertisements and/or related materials have been placed or reside, and (d) upon ROIRocket’s request, Publisher shall provide ROIRocket with a written certification, which may be in email form, stating that it has complied with all its obligations under this Section.

3.4 Survival. Any termination of this Agreement shall be without prejudice to the rights of either party against the other in respect of any antecedent claim or breach of any of the provisions of this Agreement. Any obligations of the parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature re intended to survive, shall survive termination of this Agreement.

4. Payment

4.1 In consideration of Publisher’s performance hereunder, Publishers’ sole compensation under this Agreement shall consist of a fractional percentage of the net revenue actually collected and received by ROIRocket from the applicable Advertiser (each an “Advertiser Fee”) based upon the applicable payment and revenue generation method as selected by Publisher and approved by ROIRocket (each such payment to Publisher a “Commission”).

4.2 ROIRocket offers the following Programs:

  • Pay-Per-Click—Publisher shall generate Commissions each time a unique visitor generated by Publisher clicks on an Advertisement placed and tracked through ROIRocket (each a “Click-Thru“).
  • Pay-Per-Lead—Publisher shall generate Commissions each time a unique visitor generated by the Publisher clicks on an Advertisement and provides information about themselves as described in the Advertising campaign and allowing the Advertiser to capture that information from the potential sales prospect (each such prospective customer a “Lead” and such information relating to and identifying such prospective customer “Lead Data“)
  • Pay-Per-Sale Publisher shall generate Commissions each time a unique visitor generated by Publisher clicks on an Advertisement and completes a full sale transaction as described in the Advertiser Campaign information contained in the ROIRocket Website.
  • Referral Program “Any publisher that refers another publisher to the ROIRocket network will receive commission for said referral based on the below parameters:
    • Referral commission will be 2% of referred publisher’s revenue and will expire after 6 months (180 days).
    • Start date is the day the first commission is earned by referred publisher, and expiration date is 180 days after first commission is earned. You must maintain a minimum revenue level of $200 in your primary Publisher account on a monthly basis in order to receive any referral commissions for that month.
    • If you earn less than $200 in any given month, you will not qualify for a referral payment that month. However, you will be eligible for any month thereafter, up to the 180 day period end.
    • The $200 threshold must be for revenues that you have earned based on your own offer promotion, not from the referred sales of the entity you referred to ROIRocket.
    • You may not refer another account belonging to you, a business partner, a family member, or any other person or entity that you directly or indirectly control. This determination will be made at ROIRocket’s sole discretion and is subject to ROI Rocket’s review at any time.
    • When the expiration date has been reached, you may not refer the same publisher again.
    • Referral payment terms are net 60

4.3 ROIRocket shall pay to Publisher all undisputed Commissions due and owing as follows:

  • Provided that Publisher’s total Commissions earned for a particular calendar month exceed U.S. $25 with respect to Publishers based with in the United States of America or U.S. $50 with respect to Publishers based outside of the United States of America or (each, respectively a “Minimum Payout“), ROIRocket will remit such Commissions to Publisher by check, PayPal, and Payoneer Debit Card within thirty (30) days following the last day of the calendar month in which ROIRocket collects the applicable Advertiser Fees. At ROIRocket’s discretion, we may also provide payment via ACH and Wire Transfer, less applicable wire fees.
  • For purposes of clarity, payment of Commissions is contingent upon ROIRocket’s receipt of payment in full of the underlying Advertiser Fees from the Advertiser for the subject transactions. In the event of delinquent Advertiser Fee payments or in the event that the Commissions earned in any calendar month fail to reach the Minimum Payout level, ROIRocket will credit the applicable Commissions to Publisher within thirty (30) days following the last day of the calendar month that the underlying Advertiser Fee payment is received or in which the Commissions exceed the Minimum Payment level. Payment of all Commissions shall be made in U.S. Dollars.
  • Publisher is solely responsible for providing and maintaining accurate contact and payment information. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities.

4.4 Publisher hereby acknowledges and agrees that in no event shall Publisher receive nor shall ROIRocket be responsible for any late fees and/or interest as a result of any delay in paying Commissions, including without limitation delays that result from the aforementioned delinquent Advertiser Fee payments.

4.5 Publisher agrees and acknowledges that tracking of Click-Thru rates, page views, Leads, or other measurements as applicable or any other performance metric on which Commissions are calculated (the “Tracking Method“) will be determined solely by ROIRocket in accordance with ROIRocket’s reporting and/or tracking procedures, which may, in ROIRocket’s sole discretion but not obligation, incorporate such calculations, in part or in whole, as may be used by its Publishers and/or Advertisers and which are timely reported to ROIRocket. No other measurements or statistics of any kind shall be accepted by ROIRocket or have any effect under this Agreement. Publisher further agrees and acknowledges that the determinations of ROIRocket with respect to the Tracking Methods and/or Commissions are final and not subject to petition or debate. ROIRocket makes no representation regarding the accuracy of the Tracking Methods.

4.6 ROIRocket reserves the right, where it has a good faith reason to believe that transactions are fraudulent or invalid, in its sole discretion, to withhold or suspend payment of Commissions unless and/or until Publisher provides evidence satisfactorily establishing the validity of such transactions. In the event Publisher does not provide such satisfactory evidence, Publisher shall forfeit all associated Commissions and this Agreement may be terminated. In the event of the foregoing, or any other breach of the terms and conditions of this Agreement, ROIRocket reserves the right to either withhold Commissions or charge back Commissions, as applicable. Any bank fees or cancelled checks due to a contact or payment information error or omission may be deducted from the next following payment due to Publisher. In the event that Publisher disputes any Commission made under this Agreement, Publisher shall provide ROIRocket with written notification of such dispute within thirty[30] days of receiving any such Commission; and any failure to so notify ROIRocket shall constitute Publisher’s waiver of any claim related to the disputed Commission. In addition to the foregoing, ROIRocket reserves the right to scrub any leads that do not meet the requirements set forth by the applicable Advertiser, including without limitation leads that are missing data, do not meet filter requirements, are incorrectly formatted or do not meet certain phone, email and CASS (postal address) validations. or which are rejected due to inaccurate data or the inability to verify user information. Publisher hereby acknowledges that all Leads are solely for the benefit of ROIRocket and/or its Advertiser. Publisher shall not in any manner other than providing to ROIRocket hereunder, use, sell, transfer or assign or attempt to monetize the Leads in any manner or for any own purposes. All right, title and interest in the Leads shall vest exclusively in ROIRocket and/or its Advertisers.

4.7 During the term of this Agreement and for one year thereafter, Publisher will permit ROIRocket or its representative to audit and inspect Publisher’s written and electronic records and logs to verify Publisher’s compliance with the terms and conditions of this Agreement, including but not limited to any means, whether electronic or otherwise, used by Publisher to track and record the number of Click-Thrus and/o Leads generated by the Publisher Website. In the event of such audit, ROIRocket shall: (a) provide Publisher with at least five (5) days advance notice, (b) bear the cost and expenses incurred by such audit, unless the audit reveals that Publisher has breached any material provision of this Agreement, in which case, Publisher shall: (i) reimburse ROIRocket for all reasonable costs and expenses incurred by ROIRocket in connection with such audit, and (ii) at ROIRocket’s discretion and option, return any Commissions that Publisher has previously received as the result of unauthorized activity. ROIRocket reserves the right to, in its sole discretion, investigate any activity that may violate or is prohibited by the terms and conditions of this Agreement. The remedy set forth in this Section is cumulative and in no way limits or waives any other remedies available to ROIRocket.

PUBLISHER ACKNOWLEDGES THAT IT HAS RECEIVED NO ASSURANCES FROM ROIRocket THAT PUBLISHER WILL OBTAIN ANY PARTICULAR AMOUNT OF COMMISSIONS AS A RESULT OF THIS AGREEMENT OR THAT IT WILL RECOUP ANY EXPENDITURES MADE IN FULFILLMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT. ROIRocket SHALL INCUR NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY PUBLISHER ARISING FROM OR INCIDENT TO ANY TERMINATION OF THIS AGREEMENT BY ROIRocket WHETHER OR NOT ROIRocket IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES.

5. Publisher Obligations, Representations and Warranties

5.1 Publisher agrees and acknowledges that During the term of this Agreement and the Advertisements constitute the valuable property and goodwill of ROIRocket and/or its Advertisers. Accordingly, Publisher shall not, and shall not permit, assist or encourage any third party to, (a) promote the Advertisements in any way not allowed by Advertisement Campaign as described on the ROIRocket website; (b) modify, alter, translate, or create any derivative works of any Advertisement, in whole or in part, in any manner; (c) alter, obscure or remove any trademark, patent or copyright notice, author credits/attributions, proprietary rights acknowledgements or legends or any other notice contained on or in the Advertisements; (d) use, copy, reproduce, retransmit, disseminate, re-purpose, broadcast or circulate any Advertisement in any manner or in or on any other form of media, other than as expressly permitted herein; (e) use the Advertisement in any manner that may give a false or misleading impression, attribution or statement as to ROIRocket or Advertisers and/or any third party referenced therein, (f) use the Advertisement, the ROIRocket network and/or any instrumentality thereof for any unlawful purposes or otherwise in violation hereof, (g) use the Advertisement or ROIRocket network to develop any application or program having the same primary function as the Services, (i) circumvent, disable or otherwise interfere with security related features of the Advertisement or ROIRocket network or features that prevent or restrict use or copying of any Advertisement or enforce limitations on use thereof, or (j) reverse engineer, disassemble, decompile or otherwise attempt to derive any source material for the Advertisement or ROIRocket network, in whole or in part.. Without limiting the foregoing, Publisher will only run approved banners and text in its advertising of Advertisements and will not create its own banners or advertising text based on the Advertisement, unless expressly approved in writing from ROIRocket. Any other use of Advertisement will result in the loss of payment of Commissions.

5.2 Publisher represents and warrants that Publisher shall not:

  • Use, place or publish an Advertisement on or in connection with a Website or web page containing any Prohibited Content
  • Spoof, redirect or traffic from any adult-related Websites or Websites that are point, lottery or rewards based and encourage users to click on Advertisements or use Advertisements to generate revenue for users to win points, get rewards, or other incentives in an effort to gain traffic.
  • Make any statements to procure Leads that would result in civil or criminal liability of ROIRocket and/or any Advertiser.
  • Engage in, disseminate, promote or otherwise distribute any Advertisement through the use of contextual media, specifically downloadable software, such as adware, pop-up/pop-under technologies, plug-ins, and other names as applicable.
  • Violate any third party terms and conditions, which includes, but is not limited to (i) unauthorized use of a third party Website for commercial gain or (ii) posting bulletins to non-owned accounts.
  • Use deceptive or misleading practices such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a Prospect is generating a valid Lead.
  • Engage in any deceptive form of advertising which includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, or any other activity.
  • Reverse engineer campaign links for the purpose of directly contacting and working with advertiser of any particular offer.

5.3 Additional Publisher Representations and Warranties. Publisher further represents and warrants that:

  • Publisher has registered the domain name for each Publisher Website with the appropriate registrar or other registration authority (each a “Domain Name”).
  • The Domain Name(s) and Publisher Website(s), and their use in connection herewith, has not infringed or violated and will not infringe or violate the rights of any person, entity or estate, including, but not limited to, any intellectual property rights.
  • The Domain Name(s) and Publisher Website(s) are not the subject of any legal disputes or proceedings challenging Publisher’s right to register or use the Domain Name.
  • Neither Publisher nor its agents, employees, family members or other related parties shall generate a purportedly valid Lead or Click-Thru on the Publisher Website with the intent of driving revenue to the Publisher Website.
  • Publisher has provided and will continue to provide true, accurate and complete information to ROIRocket in connection with this Agreement, including, without limitation, Publisher’s legal name, tax identification information, address and other requested contact information.
  • Publisher represents and warrants that it is fully compliant with all applicable laws, including without limitation the CAN-SPAM act and digital Millennium Copyright Act of 1998 (“DMCA”) and shall provide notice for, and fully disclose, its respective privacy policy and DMCA policy and practices to visitors to the Publisher Website(s).
  • For EU publishers, publisher agrees that it complies with all country and local applicable laws and limitation.
  • Publisher complies with Child Under 13 Act
  • Publisher complies with all Facebook, Myspace and other social network’s community posting and SPAM policies

6. Mutual Representations and Warranties

6.1 Each party represents and warrants to the other party that (a) such party has the full corporate or organizational right, power, and authority to enter into the Agreement and to perform the acts required of it, (b) the execution of the Agreement by such party, and the performance by such party of its obligations and duties, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable federal, state or municipal law or regulation to which it is subject, and (c) each party shall perform all of its obligations hereunder in a professional and commercially reasonable manner, in accordance with generally accepted industry standards; and (d) this Agreement constitutes a valid and binding agreement of enforceable in accordance with its terms.

7. Disclaimers; Limitation of Liability

7.1 Except as expressly set forth in this Agreement, (a) NEITHER PARTY makes ANY representations or warranties, express or implied, of any kind, and (b) EACH PARTY expressly disclaims all warranties, express or implied, with respect to this agreement. without limiting the FOREGOING, the services, Advertisements AND/OR the ROIRocket WEBSITE are provided by ROIRocket “as is” and ROIRocket expressly disclaims all representations and warranties related thereto, including WITHOUT LIMITATION, implied warranties of merchantability, title and NON-infringement, fitness for a particular purpose, and/or any warranties arising out of a course of dealing or course of performance. without limiting the foregoing, ROIRocket does not warrant that Publisher’s use of the services, Advertisements AND/OR the ROIRocket WEBSITE will be uninterrupted, error-free, or virus-free, nor does ROIRocket make any warranty as to any results that may be obtained by use of the services, Advertisements AND/OR the ROIRocket WEBSITE. Further, nothing in this section or any part of this agreement shall be construed as relieving Publisher from its responsibilities and obligations, including but not limited to, such obligations and responsibilities as may arise under an implied covenant of good faith and fair dealing with regard to lead generation, as may be recognized by applicable state law.

7.2 PUBLISHER ACKNOWLEDGES THAT THE ADVERTISEMENT(S) PROVIDED BY ROIRocket ARE provided BY ADVERTISERS AND THAT ROIRocket DOES NOT ENDORSE AND MAKES NO REPRESENTATION or warranty WITH REGARD TO THE ACCURACY, TRUTH, QUALITY, SUITABILITY OR RELIABILITY OF ANY promise, claim or statement contained in any Advertisement. further, ROIRocket is not responsible for any errors, omissions, or inaccuracies contained in any Advertisement. ROIRocket SHALL not responsible OR LIABLE for the receipt of queries from end users of the Publisher WebSite, or the transmission of data between Publisher WebSite, Advertiser, and/or ROIRocket. Further, ROIRocket and Advertiser shall not be obligated to provide Publisher with notice in the event of any Advertisement is not being displayed properly by Publisher Website. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSIONS OF EXPRESS AND IMPLIED WARRANTIES, THEN ROIRocket HEREBY GRANTS THE MINIMUM EXPRESS AND IMPLIED WARRANTIES REQUIRED BY SUCH APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM ROIRocket, ITS EMPLOYEES, AGENTS, SUPPLIERS, LICENSOR(S) OR ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE HEREUNDER. FURTHER, ROIRocket MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WITH REGARD TO THE LEVEL OF LEADS OR COMMISSIONS THAT MAY BE GENERATED IN CONNECTION ANY ADVERTISEMENT PROVIDED UNDER THE TERMS OF THIS AGREEMENT.

7.3 IN NO EVENT SHALL ROIRocket BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ROIRocket’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL COMMISSIONS PAID WITHIN THE PRIOR SIX MONTHS BY ROIRocket TO PUBLISHER HEREUNDER.

8. Indemnification.

8.1 Publisher is solely responsible for any legal liability arising out of or relating to the Domain Name or the Publisher Website. Publisher shall indemnify, defend, and hold harmless ROIRocket and its related parties and Advertisers (each, a “ROIRocket Indemnified Party” and collectively, the “ROIRocket Indemnified Parties“) from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of the ROIRocket Indemnified Parties by reason of or related to a claim, suit, action or proceeding (a) that the Domain Name constitutes an infringement of any intellectual property right or other right of any person, entity or estate, (b) relating or connected to the violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Domain Name, the Publisher Website and/or Publisher’s marketing activities hereunder, (c) related to or connected with any negligent act or omission or willful misconduct of Publisher or its Related Parties, or (d) arising out of any breach by Publisher of any duty, obligation, covenant, representation or warranty under this Agreement.

9. Confidentiality.

9.1 As used herein, “Confidential Information” means any and all technical or business data or information furnished, in whatever form or medium, by ROIRocket or its affiliates to Publisher regardless of whether marked or identified as “Confidential.” In addition, the parties agree that the terms of this Agreement are deemed Confidential Information. Publisher agrees to: (a) treat as confidential, and preserve the confidentiality of, all Confidential Information; (b) use the Confidential Information solely for the purposes of this Agreement; and (c) not copy such Confidential Information unless authorized by ROIRocket. Nothing in this Agreement may be construed as granting any right or license under any copyrights, trademarks, patents, or other proprietary rights now or hereafter owned or controlled by ROIRocket. Publisher must promptly return all Confidential Information at ROIRocket’s request. These obligations will not apply to any information that: (i) is already in Publisher’s possession as shown by documentation; or (ii) without action or fault on Publisher’s part, is or becomes publicly available; or (iii) Publisher has obtained from a third person without breach by such third person of an obligation of confidence.

10. Ownership.

10.1 All right, title and interest in and to any Advertisements provided by Advertiser to Publisher via ROIRocket shall be and remain the sole and exclusive property of Advertiser. Publisher shall not acquire any right, title or interest in any Advertisement by virtue of this Agreement or otherwise. If Publisher is deemed to have any ownership interest or rights in any Advertisement, then Publisher shall assign, and Publisher does hereby assign, all of such ownership interest and rights to ROIRocket, including all intellectual property rights therein. All rights not expressly granted herein are reserved and any other use of any Advertisement or any element thereof, including but not limited to any trademark, trade name, or service mark, without ROIRocket’s prior written consent is prohibited.

11. Digital.

11.1 Millennium Copyright Act.In addition to any other obligations and covenants of Publisher, Publisher agrees and acknowledges that at all times, (a) all Publisher Websites shall conspicuously display Publisher’s policy for ensuring Publisher’s compliance with the DMCA and (b) Publisher shall at all times comply with the requirements of such DMCA and shall provide ROIRocket with immediate written notice of any complaint or allegation of copyright infringement that Publisher receives from any person in connection with an Advertisement.

12. Force Majeure.

12.1 Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of, and not caused by, such party.

13. Relationship.

13.1 The relationship of Publisher and ROIRocket established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

14. Dispute Resolution.

14.1 All disputes between the parties arising out of or relating to this Agreement (“Dispute“), which the parties are unable to resolve on their own will be submitted to arbitration conducted by a single neutral, independent and impartial arbitrator engaged in the practice of law, under the then current rules of the American Arbitration Association (“AAA“), but need not be administered by AAA unless the parties cannot otherwise agree upon the selection of an arbitrator within 30 days of the receipt of a written demand for arbitration. In the event the parties cannot reach agreement on the selection of an arbitrator, either party may commence the arbitration process by filing a written demand for arbitration with AAA, with a copy to the other party. The written demand for arbitration called for by this paragraph shall contain sufficient detail regarding the party’s claims to permit the other party to understand the claims and identify witnesses and relevant documents. The arbitrator may, upon good cause shown, expand the discovery permitted by the AAA rules and enlarge any applicable deadlines. The Federal Arbitration Act, 9 U.S.C. Secs. 1 16, not state law, governs the arbitrability of all Disputes. The arbitrator has authority to award any relief, including injunctive relief, except for punitive damages. The arbitrator’s award will be final and binding. Each party will bear its own costs and attorneys’ fees, and will share equally in the fees and expenses of the arbitrator. The arbitration will occur in Denver, Colorado. It is expressly agreed that either party may seek injunctive relief, at any time, in an appropriate court of law or equity to enforce its rights hereunder.

15. Miscellaneous.

15.1 ROIRocket will provide notices to Publisher at the address, email address, or fax number identified on Publisher’s ROIRocket account. Publisher must send all notices to ROIRocket at: publishers@roirocketcorp.com, or such other address as provided on the ROIRocket Website from time to time. The parties to this Agreement are independent contractors, and no other relationship will be implied from this Agreement. This Agreement will be governed in accordance with the laws of the State of Colorado other than such laws, rules, regulations, or case law which would result in the application of the laws of a State other than Colorado. If any part of this Agreement is found invalid, such invalidity will not affect the remaining portions of this Agreement, and the parties will substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Publisher may not assign or transfer any of its rights or obligations under this Agreement, any such attempted assignment or transfer will be void, and ROIRocket may immediately terminate this Agreement and any Advertisements without liability. The waiver by any party of a breach of any provision of this Agreement, will not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor will any delay or omission by either party to exercise or enforce any right or remedy hereunder operate as a waiver of any right or remedy. This Agreement may be modified by ROIRocket at any time upon notice published on the ROIRocket Website or by e-mail notification to Publisher. Any use of the ROIRocket Network or ROIRocket Website after such notice shall be deemed acceptance of this Agreement including its modifications. Publisher hereby agrees and acknowledges that ROIRocket may use its name and the Domain Names and related logos in presentations, marketing materials, customer lists, financial reports, and Website listings of customers.