These Merchant Terms and Conditions (the “Agreement”) between DirectROI.com, LLC a Arizona Limited Liability Company with offices at 3100 W Ray Road, Suite 300, Chandler, AZ 85226 (“Company”), and __________________________with offices at __________________________ (“You” or “Merchant”). You and Company may also be individually referred to herein as “Party and collectively as “Parties.”

1. Definitions.

1.1. “Ad” means any advertisement, including all creative provided to Company by Merchant.

1.2. “Merchant” shall mean the company referenced above, which may be either the entity that is submitting the advertising or campaigns, or an agency that represents the party that is submitting the advertisements or campaigns.

1.3. “Campaign” means a series of Ads, E-mails or offers (delivered either via Ad or via E-Mail) of Merchant or its principal, Agency.

1.4. “Company Site” means the website through which the Service is accessed.

1.5. “Order” or “IO” means the attached Campaign Worksheet or Insertion Order, which will set forth all details regarding the Ad or Campaign, including but not limited to compensation to Company, graphics, etc.

1.6. “Affiliate” means the Affiliates, websites and/or Affiliates in Company’s network, which shall access the Company Site for the purpose of selecting Ads and/or Campaigns.

1.7. “Service” means the process whereby Company posts, on Company’s Site, Ads and/or Campaigns of Merchant, where Affiliates select such Ads and/or Campaigns for display on Publisher’s website(s) or other media controlled by Affiliates.

2. Merchant Creative; Merchant Website.

2.1. Creative. Merchant will provide Company with the creative materials for the Ads and/or Campaigns, including product/service descriptions, graphic images, logos, and copy (the “Copy”), at least five (5) days prior to Company’s posting of such Ads and/or Campaigns on the Company Site.

2.1.1. To the extent the Campaign involves E-Mails, the Copy shall also include subject and from lines, offer description (in text and html formats), terms and conditions (if applicable), and any other information necessary to comply with all applicable state and federal laws and regulations including but not limited to the Can-Spam Act of 2003 (the “Act”). Merchant will submit changes or cancellations of any creative materials in writing to Company at least ten (10) business days in advance of requested change date.

2.2. License. Merchant grants Company and Affiliates a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Merchant's name, logos, trademarks, trade names, service marks, URLs and slogans to display, market, promote and publicize Ads on the Service, and on Publisher’s websites, and for the purpose of including Merchant in Company’s marketing and promotional materials. Merchant further grants to Company and Affiliates a personal, non-exclusive, revocable, non-transferable, limited license to all intellectual property rights, owned or controlled by Merchant (including but not limited to copyrights, trademarks, and service marks) solely to the extent that such license is required for performance of the Service in accordance with this Agreement. Such License shall terminate immediately upon termination, for any reason, of all Orders then in effect.

2.3. Merchant Website. Merchant shall make best efforts to keep the Merchant website generally available 24 hours a day, 7 days a week, to ensure that a third party user’s purchase, registration, lead and any other action related to the Ad and/or Campaign (“User Action”) may be processed on a timely basis. Merchant must notify Company at least one (1) week in advance for any scheduled downtime so that Company has adequate time to notify Affiliates who are actively engaged in running the applicable Ads and/or Campaigns.

2.4. CPA Tracking. With respect to all cost per acquisition ("CPA") campaigns, Merchant will provide Company with unique tracking links (url's) that will record the origin of each User Action including clicks and sales by unique tracking link. Merchant will allow Company online access to the statistics regarding such User Actions by unique tracking link. Merchant will ensure Company's tracking methods are in place and functioning at all times. Merchant will provide access to records as they become available that will allow Company to monitor the volume of User Actions it has generated. In the event that no online tracking is available for Company’s use then Merchant agrees to provide Company with statistics regarding User Actions generated by it each day by 10:00 AM EST/EDT.

2.5. CPM and CPC Tracking. With respect to all other Campaigns, including cost per impression ("CPM"), cost per click ("CPC") and co-registration campaigns, Company shall be solely responsible for calculating the User Actions that comply with the terms of the applicable Order.

2.6. Suppression Lists. To the extent that Merchant receives, via E-Mail, website or other media, a message from a third party user that such user wishes to unsubscribe or opt out of receiving any Ads and/or Campaigns, Merchant is required to provide Company with a suppression list of such opt-outs and unsubscribes (“Suppression List”) no more than forty-eight (48) hours after receiving such transmission from third party user. Company shall make the Suppression List available to the Affiliates in the network.

2.6.1. Company is not liable for any result or consequence arising out of (a) Merchant’s failure to timely provide Company with a Suppression List; (b) any Suppression List provided by Merchant that is in any way inaccurate or incomplete; (c) any Publisher’s failure to scrub its database against the Suppression List provided by Merchant; and/or (d) any violations of Merchant’s privacy policy in Company’s delivery of the Suppression List to Affiliates. Company' sole obligation hereunder is to make the Suppression List available to the Affiliates.

3. Company Service and Site.

Company agrees to provide the Service whereby Affiliates are provided access to Ads and/or Campaigns. Company makes reasonably commercial efforts to make the Service generally available 24 hours a day, 7 days a week, except for: (a) planned downtime; or (b) downtime caused by circumstances beyond Company’s reasonable control. Company reserves the right to make changes to the Company Web Site and the terms and conditions of this Agreement at any time, which changes shall be posted on Company’s Web Site. Merchant’s continued use of the Company Site after any such modification and notification thereof by and through Company’s Web Site shall constitute its explicit consent to such modification. Current address of Company web site for purposes of this Agreement is www.cpaempire.com

4. Term and Termination.

4.1. Term. This Agreement shall begin on the Effective Date and remain in effect for an initial term of one (1) year. Unless terminated by either party upon ninety (90) days’ notice prior to the end of the initial term or any renewal term, the Agreement shall automatically renew for successive one (1) year terms.

4.2. This Agreement may be terminated at any time by a party, effective immediately upon written notice, if the other party: (i) files a voluntary petition in bankrupt, (ii) makes an assignment for the benefit of its creditors, or (iii) breaches any of the material terms of this Agreement which breach is not remedied within thirty (30) days from receipt of written notice of such breach. Either Party may terminate this Agreement, or any Campaign or Ads, effective upon written notice to the other party, for any reason or no reason. Merchant agrees that if instructed to do so by Company and/or if this Agreement terminates, Merchant will immediately discontinue the use of the Service.

4.3. In the event of termination of this Agreement: Sections 4, 5, 6, 7, 8, 10 through 12 together with any payment obligations incurred prior to the effective date of termination shall survive.

5. Confidential Information.

Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by the Order and these Terms and Conditions, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under any Order or these Terms and Conditions or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated Company Service, products, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the Service.

6. Representations and Warranties; Indemnification.

6.1. To the extent that Merchant is an agency (as defined in Section 1 above), such agency represents that it has the authority to bind, and has bound, the Merchants its represents to all terms in this Agreement and any applicable IO, including the representation and warranties.

6.2. Without limiting Section 6.1 above, Merchant warrants and represents at all times that (a) Merchant has all necessary rights and authority to enter into this Agreement and to grant Company the licenses granted herein, (b) the execution of this Agreement by Merchant, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which Merchant is a party or by which it is otherwise bound, (c) the Suppression List Merchant provides is accurate and complete; (d) the links contained in any Ads and/or Campaigns are directed to the intended and agreed upon destination and are not re-directed; and (e) the Advertisements, the use and display thereof, and the content linked to from such Advertisements will not: (i) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (ii) be misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate, (iii) violate any applicable law or regulation, or (iv) advertise any unlawful product or service or the unlawful sale of any product or service. In the event this Agreement includes E-mail distribution, Merchant further represents and warrants that it will comply with all aspects of the Act. Further, to the extent that Merchant has requested that Company create and develop certain Ads, Merchant acknowledges that been given the opportunity to reject such Ads, and has approved the Ads and accepted all liability connected to such Ads.

6.3. With respect to a Campaign involving E-mails, Merchant further represents and warrants, that Merchant has the power and authority to bind itself and any Agency to these representations and warranties; that Merchant will comply with all aspects of all state and federal laws and regulations including but not limited to the Can-Spam Act of 2003; and Merchant will not submit a Campaign for transmission of any E-mail: (a) with a “from line” that is materially false or misleading and does not accurately identify the person sending the E-mail; (b) with a subject line that is misleading, false or misrepresentative or is likely to mislead the recipient about the content of the E-mail; (c) that does not include a clear and conspicuous identification that the E-mail is an advertisement or solicitation, a clear and conspicuous notice of the opportunity to decline to receive further communications, and a valid physical postal address of the Merchant and Publisher; or (d) with any content that (i) infringes or violates any intellectual, proprietary or privacy rights as set forth in Section 6.2 above; or (ii) is misrepresentative, defamatory or violates any applicable law or regulation as set forth in Section 6.2. Merchant also represents and warrants that it will not transmit a Campaign including an E-mail to any individual that has requested not to receive any E-mails more than five (5) days after receipt of such request, provided that the E-mail falls within the scope of the request.

6.4. Merchant agrees to indemnify, defend and hold harmless Company, its vendors and suppliers, the Affiliates, and their respective subsidiaries, Affiliates, agents, partners, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with the Ads or Merchant's breach of this Agreement.

6.5. Company agrees to indemnify, defend and hold harmless Merchant, its vendors and suppliers, the Affiliates, and their respective subsidiaries, Affiliates, agents, partners, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with the Company's breach of this Agreement.

7. Payments.

7.1. Payment Obligations. Merchant is obligated to pay Company in accordance with the pricing specified in each I/O. If not specified otherwise, payment shall be prepaid before the start of the campaign and during the term of the campaign. Company may invoice Merchant, but payment by Merchant is not contingent upon receiving Companies invoice. In the event Merchant fails to pay within five (5) days after payment is due, all outstanding charges shall bear interest at the rate of one and a half percent (1.5%) per month or the maximum interest rate permitted under applicable law, whichever is less. Merchant agrees that if Merchant does not pay within five (5) days after payment is due either Company or Publisher may seek to satisfy Merchant’s payment obligations and to collect such payment. Merchant further agrees to pay all costs of collection (including court cost and reasonable attorneys fees) incurred by Company and/or Publisher in connection with its enforcement of any Order. Unless Merchant objects to Company’s invoice within forty-eight (48) hours, the amount invoiced shall be final and binding. Merchant may only dispute invoices if it has a reasonable basis for such dispute, which can be proven by written documentation. To the extent Merchant intends to dispute an invoice, Merchant shall provide a written report to Company, within two (2) business days identifying, in detail, the discrepancies, between the invoiced amount and Merchant’s evidence. Company may consider such report, but shall have final authority in determining the correct amount.

7.2. Payment Records. Merchant shall insert tracking pixel on the confirmation page for each Ad to be delivered hereunder. Merchant will provide Company with a link to the confirmation page where Company can view the pixel for approval prior to initiating the advertising campaign. Payment will be made based on Company’s calculations of the higher of number of leads from the Company or Merchant statistics based on the tracking pixel. All such records provided by Merchant shall be the sole property of Merchant. In the event that the tracking methods employed malfunction or the Merchant Website is inoperable, for the period in question, a mutually agreed upon payment will be determined.

7.3. To the extent that payments are based on User Action (as referenced in Section 2.3), Company may, in its sole discretion and if requested by the Merchant, transfer User Action data that provides the basis for an invoice to Merchant.

7.4. Non-Viable Leads. Unless otherwise provided in the IO or Campaign Worksheet, no offsets or chargebacks may be taken for any non-viable or duplicate leads. Company shall determine in its sole discretion what constitutes a non-viable lead. Without limiting the breadth of the foregoing, non viable leads shall include, but not be limited to, leads with incomplete contact information (no e-mail address, no phone number, no physical address), leads from non-United States citizens, leads from consumers under 18 years of age, etc. It is the responsibility of the Merchant to insure that the IO or Campaign Worksheet accurately reflects the leads sought.

8. Proprietary Rights.

Merchant agrees that it does not have, nor will it claim any right, title or interest in the Service, the Company Site or any underlying technology, software, applications, data, methods of doing business or any elements thereof, or any content provided on the Company Site (including the Ads). Merchant will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Company Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service. In addition, Merchant acknowledges that all information, data and reports received from Company as part of the Services are proprietary to and owned by Company. If instructed to do so by Company, Merchant will immediately destroy and discontinue the use of any such reports or data, and any other material owned by Company or the third party Merchants.

9. Privacy.

Merchant agrees to comply with all applicable privacy laws. Merchant further agrees to post conspicuously on each of its websites a privacy policy, linked, at a minimum, from the website’s home page, that: (a) discloses its privacy practices, including its use of a third party for its ad serving activities, (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of its content, and (c) provides the user with instructions as to DirectROI out from such collection. Company shall have no liability, to any third party or to Merchant, in the event that Merchant does not comply with the provisions in this Section 9.

10. Limitation of Liability; Disclaimer of Warranty.

Except as expressly set forth in this Agreement, Company makes no warranties and expressly disclaims all warranties, express or implied, as to the subject matter of this Agreement, including implied warranties of merchantability and fitness for a particular purpose. Company shall not be liable for any Ad, Campaign or E-Mail, including but not limited to the content thereof, any unavailability or inoperability of the Internet, unavailability or consequences of any Ad or Campaign, the Company Site, or Services, or any technical malfunction, computer error, corruption or loss of information related to or arising out of the Services, the Company Site or any Ad or Campaign. the information and content on the company site and via the service is provided on an “as is” basis with no warranty. in no event shall Company be liabile for any lost profits, lost revenues or for any indirect, incidental, consequential, special or exemplary damages arising out of or related to this agreement, even if such damages are foreseeable and whether or not the other party has been advised of the possibility of such damages. in no event will Company’s liability hereunder exceed the payments made by Merchant to company in the 6 months preceding the event giving rise to the claim.

11. Non-Solicitation with Affiliates.

Merchant will not knowingly (which is defined as “Merchant having actual and specific knowledge”, and Company acknowledges that Merchant makes no effort when entering into a relationship with a Publisher to determine if they are or were a Company Publisher) participate in any performance based advertising relationship with any Company Publisher, unless a previously existing business relationship between Merchant and Publisher can be demonstrated to the reasonable satisfaction of Company. In this connection, both Parties agree and acknowledge that if Merchant violates its obligations hereunder, Company will be entitled to damages in the amount of twenty-five percent (25%) of the gross revenues resulting from sales conducted by Merchant through the advertising or marketing efforts of Publisher during the term of this Agreement, and for gross revenues in the three (3) months proceeding the date such violation was discovered by Company and the three (3) months after termination of this Agreement.

12. Miscellaneous.

12.1 General. This Agreement, together with the IO and any other exhibits or attachments hereto, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties whether written or oral. Company may assign this Agreement to a subsidiary or business successor. Merchant may not assign this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. All notices under this Agreement will be in writing and will be delivered by personal service, confirmed fax, confirmed e-mail, express courier, or certified mail, return receipt requested, to the address of the receiving party set forth above or at such different address as may be designated by such party by written notice to the other party from time to time. Notice will be effective upon receipt. In the event of a dispute, this Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the state where the defending party maintains its principal place of business, except for its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the jurisdiction where the defending party maintains its principal place of business, in connection with any action arising under this Agreement. Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the rest of the Agreement shall be enforceable in accordance with its terms. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. The parties agree that the relationship between Company and Merchant shall not constitute a partnership, joint venture or agency.

12.2. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.

12.3. Force Majeure. 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, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.