This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate of DirectROi.com. As used in this Agreement, "we" or "us" means Directroi.com, and "you" or "your" means the Affiliate applicant.

1. Order/Lead Processing Directroi will be responsible for providing all information necessary to allow you to make appropriate links from your site to any of the sites located within the Directroi program. Directroi will handle the processing of leads and or shipped orders placed by customers who follow the links from your site to the Merchants Master Site within the Directroi program. Directroi will track the volume and amount of leads and or shipped orders generated by your site and will make reports, summarizing this lead or shipped order activity, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the links between your site and Directroi are properly formatted.

2. Marketing Fees Directroi will pay Affiliates a marketing fee, based on the merchant program they are promoting within the Directroi network. Payments are based on the terms and conditions for the particular merchant program or merchant site you are marketing. Only leads and or shipped orders that are sold by and for which Directroi has received full payment will qualify for a marketing fee. A marketing fee will only be paid if the visitor to Directroi is tracked by the system from the time of the Link to the time of the lead and or shipped order. No marketing fee will be paid if the visitor to Directroi cannot be tracked by our system. Directroi will send a marketing fee check for the applicable marketing fees no less than once every two weeks, no later than ten (10) days after the close of the prior two-week pay period.

3. Tracking of Sales The Affiliate will be solely responsible for ensuring that all links are formatted properly, a necessary prerequisite to tracking such sales. Statements of lead and or shipped order activity will be provided to the Affiliate in real time with a special URL that they are assigned. You may add as many links, or remove such links, at anytime and without prior approval from Directroi.

4. Policies Every Affiliate who applies for and is accepted into the Affiliate Program is deemed to be an Affiliate of DirectROI.com. The Affiliate does not have the authority to make or accept any offer on behalf of Directroi. Directroi are not responsible for any representations made by the Affiliate that contradicts our policies.

No SPAM: SPAM (in any way, shape or form, including email and newsgroup spamming) will result in immediate account termination. The Affiliate hereby agrees to indemnify and hold harmless Directroi from any claim resulting from the Affiliate's or another associated party's misuse of the electronic mail service. No referral fees owed up to termination date will not be paid. If spamming affiliate is found guilty in a court of law, either civil or criminal, affiliate agrees to pay Directroi $50 per Spam e-mail sent. YOU HAVE BEEN PROPERLY WARNED.

5. Pricing and Availability Product prices and availability may vary from time to time. In case of any price discrepancies, the price charged to the customer will always be the price listed on the Merchant Master Site. We cannot guarantee the availability or price of any particular product.

6. Copyrighted and Trademarked Material You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright, trademark, and other laws. Neither we nor any merchant within the Directroi program will be responsible if you use another party's copyrighted or trademarked material in violation of the law.

7. Term of the Agreements The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on leads or shipped orders occurring during the term.

8. Confidentiality The Affiliate recognizes and acknowledges that specified information, documentation, and software developed by us under this Agreement shall be deemed to be the property of Directroi and considered confidential. Affiliate agrees not to share any information regarding technical specifics and marketing trade secrets that we may provide via marketing and consulting services pertaining to the online affiliate/merchant industry.

9. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include but are not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNA

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DIRECTROI.COM. ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

10. Non-Solicitation Covenant Affiliate agrees that, during the term of this agreement and for one (1) year from the date of termination thereof for any reason, it and all persons working on its behalf including any person, firm, partnership, corporation, association or other entity, will not attempt to contact Merchants of Directroi by any means including but not limited to e-mails, phone calls, letters, etc. for the purpose of establishing any type of business relationship whatsoever. Affiliate further covenants that during the Non-Solicitation Period, it shall not induce or attempt to induce any person to leave the employ of Directroi or any of its participating merchants providing services under this Agreement or other Affiliates or Agents performing material services in support of the services provided to and for the Affiliate under this Agreement.

11. Relationship of Parties The relationship between you and Directroi as it pertains to this Agreement is one of independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement or our performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

13. Disclaimers We make no express or implied warranties or representations with respect to the Product or other items sold by merchants (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. Representations and Warranties You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

If any provisions of this Agreement are declared by a Court of competent jurisdiction to be void, invalid or unenforceable, the void, invalid or unenforceable provision shall be deemed amended (except only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible, the original intentions and the agreement of the parties.

15. Indemnification You hereby agree to indemnify, defend and hold harmless Directroi and all merchants within the Directroi system, its shareholders, officers, directors, employees, agents, Affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.

16. Miscellaneous This Agreement will be governed by the laws of the United States and the State of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Phoenix, Arizona, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DirectROI.com BY CLICKING ON THE "I AGREE" LINK ON THE FORM, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.