ROImails

To be an authorized Associate of ROIMails.Com, you agree to abide by the terms and conditions contained in this agreement.

This Associate Agreement (this Agreement) contains the complete terms and conditions between ourselves, ROIMails.Com (ROIMails or we), and you, regarding your application to participate as an Associate (an Associate) of ROIMails. As an Associate your role will be to promote the various products and/or services from sites owned and operated by ROIMails (the Sites).

Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and us.

1. Associate Program Application and Enrollment. To become an Associate you will have to submit a completed Associate Program Application. We will evaluate your application and, where applicable, notify you of your acceptance. We may reject your application if we determine, in our sole discretion, that Your Site is not suitable for the Associate Program for any reason, including, but not limited to, inclusion of content on Your Site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. Similarly, we shall reject your application if we determine, in our sole discretion, that Your Site is designed to appeal to minors. If we reject your application, you are welcome to reapply to the Associate Program at any time.

2. Setting Up Links and Promotions. In the Event of your acceptance to the Associate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by ROIMails which shall all link to one of ROIMails Sites (collectively referred to hereinafter as a Link), which you may display on Your Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. Further, you agree that you will use the Links strictly in accordance with any specific instructions which we may provide you with from time to time. If during the term of this Agreement you wish to place the Links on Web sites other than those Web sites which you have previously reported to ROIMails and which ROIMails have approved (Alternative Sites), you shall be obligated to request and receive ROIMails permission for the placement of the Links on Alternative Sites. You may not modify a Link, unless you have received prior written Consent from ROIMails to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not authorized herein or not approved in advance by ROIMails including, without limitation, the use of Links in connection with site-scraping, Spam e-mails, blog spamming or any other illegal or unethical marketing practices. In addition to your use of Links you may promote the Sites by means of (i) distribution of CDs or other digital media containing Site-related promotional material (the CDs) to potential Real New Clients, as defined below, (ii) the publication of bonus codes and (iii) any other method of promotion approved at any time by us (each a Promotion and collectively the Promotions). Your activities in relation to a Promotion shall be strictly in accordance with ROIMails relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to the Promotion, you shall not be permitted to receive any commissions generated on account of Real New Clients who have become such in connection unapproved Promotions.

3. Real New Clients. A Real New Client shall mean an Internet user who accesses one of the ROIMails Sites directly through a Link, opens a new account and makes a valid purchase. Neither you nor your relatives are eligible to become Real New Clients and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term relative shall mean any of the following: spouse, partner, parent, child or sibling. The number of Real New Clients per individual household computer is strictly limited to one. ROIMails measurements and calculations in relation to the number of Real New Clients and the relevant Gross Purchase figures shall be the sole and authoritative tool of such measurements and calculations and shall not be Open to review or appeal. We shall make the number of Real New Clients and the relevant Gross Purchase figures available to you through our Associate Program information site. To permit accurate Tracking, reporting, and commission accrual, you must ensure that the Links between Your Site and the Sites are properly formatted throughout the term of this Agreement.

4. Contact with Real New Clients. All Real New Clients shall be considered to be customers of ROIMails only. Should you wish to contact a Real New Client you are obligated to first receive ROIMails written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with Real New Clients. If in the opinion of ROIMails you either try to or do make contact with a Real New Client without ROIMails written approval, ROIMails shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time. Further, if following your receipt of ROIMails written approval for your contacting or corresponding with a Real New Client, ROIMails deems that such contact or correspondence is against the best interests of ROIMails, ROIMails shall have the right to revoke the approval previously granted, to terminate this Agreement and to indefinitely withhold all commissions owing to you at such time.

5. Intellectual Property. In the event of your acceptance to the Associate Program, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links, Promotions and any other materials provided to you by us for the purpose considered herein, on Your Site during the term of this Agreement, and solely in connection with the Links, Promotions and additional materials as aforementioned, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, Licensed Materials), solely for the purpose of promoting the Sites. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays ROIMails or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials. We may revoke your license to use the Licensed Materials at any time by written notice to you. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links, the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

6. Obligations Regarding Your Site. You will be solely responsible for the technical operation of Your Site and the accuracy and appropriateness of materials posted on therein. You agree that Your Site will not, in any way, copy or resemble the look and feel of any of ROIMails Sites nor will you create the impression that Your Site one of ROIMails Sites. You also agree that Your Site will not contain any content of the Sites or any materials which are proprietary to ROIMails, except (i) with our prior permission, or (ii) materials obtained by you via the Associate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold ROIMails harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Associate shall reflect on ROIMails and has the potential to cause substantial damage to ROIMails Reputation and goodwill and that you shall at all times consider the goodwill and reputation of ROIMails and ROIMails name.

7. Term. The term of this Agreement will begin upon your acceptance to the Associate Program and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or email. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from Your Site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Associate Program. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.

8. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Associate Program information site of a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Associate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Associate Program following our posting of a change notice or new agreement on our web site will constitute binding acceptance of the change. Due to the above, we advise you to frequently Visit the Associate Program information site and review the terms and conditions of this Agreement.

9. Limitation of Liability. We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Associate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Associate Program will not exceed the total commissions paid or payable to you under this Agreement.

10. Relationship of Parties. You and ROIMails are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

11. Disclaimers. We make no express or implied warranties or representations with respect to the Associate Program or any products or other items sold through the Associate Program (including without limitation warranties of fitness, 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 the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

12. Representations and Warranties. You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

13. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Associate Program, which information we consider to be confidential (herein referred to as Confidential Information). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.

14. Indemnification. You hereby agree to indemnify, defend and hold harmless ROIMails, its shareholders, officers, directors, employees, agents, Associates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorney's 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 or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to Your Site.

15. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.

16. Independent Investigation. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Associate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

17. Miscellaneous. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with Canadian law and shall be subject to the exclusive jurisdiction of the Canadian Legal System. 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 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.

18. Language Discrepancies. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.