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Terms and Conditions

Introduction

This Agreement governs your use of the Network (referred to as "Services" or the “MaxiRoi.com Publisher / Affiliate Network”) provided by MaxiRoi.com, LLC. The use of any of the Services is conditioned on your acceptance of this Agreement. By using any of the Services and by selecting the terms and conditions box on the registration form, you (The Publisher) accept and agree to be bound by all the terms and conditions of this Agreement, wherein it relates to both the Services offered by MaxiRoi.com and Network Advertisers (referred to as “Advertisers”).

1. Services Offered

a. MaxiRoi.com will grant you access to the MaxiRoi.com Publisher / Affiliate Network and the Services for which you have been registered via the MaxiRoi.com registration form, all of which are subject to the terms and conditions of this Agreement. b. As part of the services offered by MaxiRoi.com, you consent to the request, collection, processing and storage of personal information including your name, address, phone number, email address, banking information, tax information, and IP address. Such information is used for identifying and validating logins, personalizing services, creating reports and analytics, announcing program and network updates, announcing new program opportunities from advertisers in our network, ensuring compliant behavior, communications from our employees, making payments, and staying compliant with applicable laws and advertiser agreements. We may retain this information, even if you close your account or become deactivated for legal and compliance purposes. If you have questions or requests regarding this information, please email info@maxiroi.com. c. You consent that any information provided to MaxiRoi.com either through registration, the platform, or any form of communication to employees or contractors who work for MaxiRoi.com, can also be provided to other 3rd party services, in which MaxiRoi.com has either a partnership or other working relationship to, either for payment purposes, compliance reasons, or advertiser requests, and such actions will not require the prior written consent from the Publisher.

2. Publisher Agreement

a. The Publisher shall not make any representations, warranties or other statements concerning the Advertisers, the Advertiser’s site, or the Advertiser’s products beyond what is reasonable and accurate. b. The Publisher understands that the Advertiser owns and shall retain all rights to its names, logos, trademarks, service marks, and copyrights. c. These rights give Advertisers the ability to restrict Publisher’s use of their names, logos, trademarks, service marks and copyrights. This agreement gives the Publisher limited, non-exclusive rights to advertiser links and/or other promotional materials provided through the Network.

3. Use of Links and Promotional Materials

a. The Publisher will only use links to areas within the Advertiser's site using special URLs obtained through the Network. The Publisher may use as many links, as much Network content, or marketing materials as required. b. Use of links and marketing content is non-transferable. The Publisher may not allow links or Network content to be used with other traffic sources that are not disclosed or URLs outside of the Publisher’s account. The Publisher may not alter the links in any way, aside from any alteration that is conducted through the publisher platform, such as shortened URLs, subID tracking, and custom campaigns. c. MaxiRoi.com may terminate Advertiser links at any time. If such an action occurs, the Publisher must remove the terminated links and corresponding promotional materials from any traffic source on which they appear.

4. Promotional Methods and Link Placement

a. MaxiRoi.com marketing materials and/or links cannot be placed near any of the following content (nor appear on websites which contain or link to such content): Any pornography, nudity, or any other sexual or adult material. Any content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to, copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights. Any gambling hate propaganda, or material that encourages or promotes illegal activity or violence. Any material that promotes or utilizes software or services designed to deliver unsolicited e–mail. Any misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful. Any material that violates any local, state, or national law or regulation. Any other material that MaxiRoi.com, in its sole discretion, determines to be inappropriate. b. Links and/or content from MaxiRoi.com must be placed in locations that can be freely accessed by MaxiRoi.com without having to login or supply a password. If your content is to appear in emails sent to a mailing list, arrangements must be made with MaxiRoi.com so that lists are seeded with one or more MaxiRoi.com email addresses. All traffic sources where MaxiRoi.com links are placed must be accessible and viewable to MaxiRoi.com and its advertisers at all times. c. Links cannot be placed in misleading formats or used in fraudulent methods, including but not limited to any program or device that would otherwise manipulate traffic or the accuracy of advertiser campaigns. d. In the event that advertiser links are desired to be used in a format that is not viewable through the Internet, such as through newspapers, television ads, or other media, prior approval from MaxiRoi.com is required. e. Publishers may not place Links to an Advertiser's Website or Website content in third party newsgroups, message boards, comments sections, unsolicited email or other types of spam, link farms, counters, chat rooms, or guest books. f. No publisher can place links to or promote an Advertiser's Website or their own Affiliate Website on websites that use classified ads, such as Craigslist. g. Transactions generated from the same IP address or individual may be considered as fraudulent transactions and will not receive compensation. h. Content provided through the MaxiRoi.com network cannot be swapped with advertising links found through other networks for the same or similar products or services. Publishers are granted licensing rights to use the content provided through the MaxiRoi.com network only in conjunction with the advertising links provided through the network. Failure to comply can result in the immediate termination of the Publisher’s account with MaxiRoi.com. i. Publishers that participate in search engine marketing may not link directly to the advertiser's website using affiliate links, unless the advertiser's individual terms and conditions specifically state that direct linking is allowed. j. Unless exempted by special request and documented in writing, publishers are not permitted to utilize popups, pop-unders, interstitials, or any other advertising unit which automatically opens a new browser window without an affirmative and informed click from the user, nor any ad unit that interrupts or covers normal site content. k. Traffic submitted to MaxiRoi.com campaign must be provided transparently, and the referring URL must be an accurate, complete and unmasked URL from the referring traffic source. Traffic that does not meet this requirement may be considered fraudulent. l. When buying media placements using keyword bidding, such as PPC bidding on search engines, bidding on the trademarked terms belonging to any Advertiser is not permitted. In addition, some Advertisers may list other keyword terms which you must also not use. The accidental appearance of your advertisements for banned terms such as these is not an accepted excuse for this violation. The use of negative keywords to ensure compliance is recommended.

5. Payment Processing – Advance Payment

The Advance Payment service allows you (the “Publisher”) to receive early payments of amounts due to you from MaxiRoi.com in exchange for a fee. This service is only available for qualified publishers who have been approved by MaxiRoi.com for Advance Payments. a. You may receive a payment earlier than NET 60 terms (see Payment Processing – Standard Payment). This is called an Advance Payment. If you accept the Advance Payment, the third party capital provider (the “Payment Accelerator”) will make the payment to you in the same manner that it would have been made by MaxiRoi.com (same payment method, name, bank account number, address, etc. as applicable). In some situations, there may be a fee for this service, so you will receive less than the amount MaxiRoi.com originally owed to you; however, you will receive the payment earlier than the payment due date. b. If you accept the offer: “Accept and Get paid now,” you are accepting the Advance Payment and agreeing to the terms and conditions of the Advance Payment agreement. Once you accept an Advance Payment, you will no longer be entitled to receive the full amount of the payment owed to you by MaxiRoi.com. c. In the event that MaxiRoi.com determines that the original amount was incorrect, MaxiRoi.com may request a refund from the Publisher in the amount of the adjustment. Any adjustment is between the Publisher and MaxiRoi.com and the fact that you have received an Advance Payment shall not relieve you of your liability to MaxiRoi.com. You hereby agree to repay the MaxiRoi.com in the event of an adjustment. d. In exchange for receiving the Advance Payment, you agree to accept a payment that is less than the amount that MaxiRoi.com agreed to pay you (“Reduced Payment”). The difference between the original amount owed to you by MaxiRoi.com, and the amount of the Reduced Payment, is the fee. The fee is based on the number of days between the time you accept the Early Payment Offer and the original payment due date. The amount of the fee is provided to you with the Early Payment Offer. e. Qualification requirements for Advance Payment for publishers depends on a number of factors, such as, but not limited to the history of payments made from MaxiRoi.com to publisher, percentage of chargebacks, concentration of advertiser accounts, accounts in overall good-standing, and other variables. The qualification requirements are decided by MaxiRoi.com and only publishers in approved status for Advance Payments, will be able to participate in the Advance Payment service. f. The processing fee for the Advance Payment service averages between 3% - 6% and varies depending on the advance option selected for payment date, the sooner the payment, the higher the fee. Keep in mind, these fees are subject to change and based on variable rates.

6. Payment Processing - Standard Payment

a. MaxiRoi.com pays Publishers every month on NET 60 terms. This means that commissions earned during the month of March (1st – 31st) are processed 60 days later, on May 31st. Payments will be issued on the 1st-7th of the following month (June 1-7, in our example) or during the NET 60 grace period. b. The NET 60 grace period is the period which payments are processed and sent to publishers, within 10 business days after the closing payment date. This allows for events where the payment date falls on a weekend, holiday, or other scenarios that may result in slightly delayed payments. c. The publisher understands that, in order to continue to be maintained on a NET 60 payment process, the publisher must continue to have reported sales until payment date. This amount is based on a 60-day average that must be equal to or greater than the total number of sales produced in the prior month. If the publisher's 60-day sale average falls below this criteria, MaxiRoi.com reserves the right to hold payments until payment is received from the advertiser. d. In the event that payments are reversed from the advertiser for whatever reason, the publisher understands that the existing balance will be credited back to MaxiRoi.com, even if those sales are not related to the exact advertiser reversing the sales. For example, if MaxiRoi.com has already paid the publisher on “ABC” sales, and if advertiser “XYZ” must reverse the sales, MaxiRoi.com will credit back to MaxiRoi.com from the publisher's existing balance of all sales. MaxiRoi.com also holds the right to credit back from any other account the Publisher has with MaxiRoi.com if so required. A credit is defined as a reversal of ACH payment, a stop payment on a check, wire reversal, and/or charge backs applied to the entire MaxiRoi.com Publisher Account. e. It is the Publisher’s responsibility to maintain accurate payment information, which can be updated and regularly managed through the “Account” section of MaxiRoi.com. Failure to maintain accurate payment information may result in delay of payment. f. All payments made to publishers require the accumulation of a minimum balance (called a threshold) of earned and confirmed commissions prior to payment. At the end of each month, a publisher’s account has either reached the minimum balance or the balance is carried over to the following month. A processing fee is applied to each monthly payment as shown below. · Check o Monthly threshold (USD) $25 o Processing Fee: $3 / payment · Local Bank Transfer o Monthly threshold (USD) $25 o Processing Fee: $1 / payment o Available only if Customer is incorporated in the US and receiving payments in the US; or a company incorporated in the EU and receiving payments in the EU. Available in USD and EUR currency only. · Local Bank Transfer (UK) o Monthly threshold (USD) $25 o Processing Fee: $1.5 / payment o Available only if Customer is incorporated in the UK and receiving payments in the UK. Available in GBP currency only. · International ACH o Monthly threshold (USD) $25 o Processing Fee: $5 / payment o International ACH, also known as eCheck. · Wire Transfer - U.S o Monthly threshold (USD) $1,000 o Processing Fee: $15 / payment o Wire transfer to U.S. Payee account · Wire Transfer - Non-US in USD o Monthly threshold (USD) $1,000 o Processing Fee: $26 / payment o Wire transfer to non-U.S. Payee account in USD · Wire Transfer - Non-U.S., non-USD o Monthly threshold (USD) $1,000 o Processing Fee: $20 / payment o Wire transfer to non-U.S. Payee account, not in USD · PayPal o Monthly threshold (USD) $25 o Processing Fee: $1 / payment o Provider transaction fees apply g. Reporting of sales or leads in the client interface (https://MaxiRoi.com) will show transactions for the publisher's account. However, final approval for these transactions are pending final verification from auditing processes, any possible chargebacks due to any advertiser mistakes or possible fraudulent transactions, and final payment from the advertiser. Payments to publishers are considered 100% approved only when payment is issued to the publisher. h. Publishers understand that any chargebacks of sales, regardless of the reason, can be debited from the balance on any account owned by the publisher, even if the current balance is not comprised of commissions from the same advertiser(s) that issue the chargebacks. i. NET 60 payment terms apply to all publisher accounts; however, any special agreements with publishers based on volume thresholds or other criteria will override the standard NET 60 payment terms, if already agreed upon by the publisher and MaxiRoi.com. j. If Advertisers withhold, reduce or fail to issue payment for transactions in the Publisher’s account, MaxiRoi.com may also withhold payment on the Publisher account until those Advertiser payments are made. If such withholdings are the result of a compliance inquiry, some or all of the Publisher’s payment may be withheld while an investigation is conducted by the Advertiser and MaxiRoi.com. k. In the event of a payment error, where MaxiRoi.com overpays a publisher of the network, communication will be provided to the publisher and the publisher understands and will abide to providing a return of any excessive payments, regardless of the reason behind the error, the amount, or other reasons for error, to MaxiRoi.com, within 30 days’ notice from MaxiRoi.com.

7. Privacy Policy Requirement

a. A Privacy Policy must be created and made available for consumers and other visitors for each applicable Publisher traffic source, such as a website. It must be accurate and conspicuous. You are solely responsible for creating the privacy policy and it should comply with all regulations and laws which are applicable to you. The policy must disclose whether and how any user information is captured, and also how it is used. Some laws may additionally require you to disclose the purpose of your data collection, the duration you intend to keep it, and other requirements detailed in those regulations. You are expected to maintain and update your privacy policy to remain compliant.

8. Support Services

a. MaxiRoi.com will provide all Publishers with support services, such as, but not limited to: Online support through the MaxiRoi.com Support Center, phone support, and general email support services during regular business hours, except holidays. We also provide support and documentation located at https://MaxiRoi.com. b. It is our goal to reply to all communications within 2 business days of receipt, however, there may be times in which such communications may take longer. If our reply exceeds the 2-business day goal, it is the publisher’s responsibility to contact the support team at info@maxiroi.com or through the Support Center ticket system found at https://MaxiRoi.com/Support. c. The support team provided to the publishers of the MaxiRoi.com Publisher / Affiliate Network will do their best to answer any and all inquiries to the best of their knowledge, but the MaxiRoi.com owners, shareholders, and chairpersons do not guarantee that all information provided by customer service is 100% accurate and may at times be subject to change, adjustment, or additional inquiries. In the event that the support team has misinformed the publisher due to incorrect information provided to the support team by the advertiser and/or a mistake on their part, the support team will do their best to clarify any and all mistakes within a reasonable amount of time. d. Publishers are not allowed to recruit services, employ, or otherwise contract employees, or former employees of MaxiRoi.com, for any service. This applies to both active publishers of MaxiRoi.com and non-active publishers, regardless of existing or current status.

9. Maintaining Content

a. The Publisher is responsible for making sure that all information promoting any of the products provided by MaxiRoi.com is accurate. Regardless of the method a Publisher uses to receive or display MaxiRoi.com content, Publishers are required to regularly review and update such content to ensure accuracy and compliance. b. MaxiRoi.com will periodically monitor Publisher traffic sources and traffic reports to assure accuracy in the use of all content provided through the various content formats. Publishers who are contacted by MaxiRoi.com for content usage adjustments must abide by all requests within 48 hours of notification or risk having their links expired for the advertiser to which the issue pertains. MaxiRoi.com reserves the right to adjust this grace period without notice.

10. Approved Traffic Sources

a. A Traffic Source is any location which carries MaxiRoi.com content or used to generate impressions of the same. Before they can carry any MaxiRoi.com content, all traffic sources must first be added to the Publisher’s account at which point they will be reviewed and either approved or declined by MaxiRoi.com. MaxiRoi.com marketing materials and/or links may not be placed onto any traffic source that has not been approved for that advertiser. If a Publisher has more than one traffic source, each source must separately apply to an advertiser for permission to gain its own unique tracking links and content for that advertiser. Publishers may not use advertiser content which has been authorized for one traffic source on any other. b. If MaxiRoi.com determines that a traffic source was submitted with inaccurate information (such as submitting a website that does not belong to the Publisher), MaxiRoi.com reserves the right to terminate the account, reduce or remove any balance, and/or reverse payments. c. Publishers are expected to know and follow all laws and regulations that apply to the operation of their business and the use of our materials and services. Publishers must adhere to all applicable legislation and regulations governing the use of their traffic sources (such as email marketing), both for the jurisdictions in which you operate as well as the jurisdictions of those individuals (or “Data Subjects”) you expose to MaxiRoi.com advertising materials and content. Examples of such applicable laws may include the CAN SPAM Act of 2003 or the General Data Protection Regulation from the EU. d. For a Publisher to receive credit for qualifying conversions (such as leads and sales) that are generated from their site, the consumer must personally visit our links on their own device, voluntarily clicking on any links, completing their own forms, agreeing to any applicable terms, and making their own purchases. Publishers can do none of these things on behalf of the consumer; if otherwise, the conversion and commissions will be considered invalid. e. The use of unapproved traffic sources may result in account termination and the reversal of any account balance.

11. Approval Process for Specific Advertisers

a. Once a Publisher is approved for the MaxiRoi.com network, they are granted access to a variety of tools and services, and the opportunity to apply for a number of advertiser affiliate programs. Approval for MaxiRoi.com does not guarantee approval for the advertiser programs offered. Within the client interface, Publishers must select and apply for each individual program, and abide by the terms and conditions for selected advertisers. An email regarding the Application status will be sent to the Publisher within several business days. b. The terms and conditions provided by advertisers for their individual programs represented in the Network are in addition to the terms and conditions of the MaxiRoi.com Publisher / Affiliate Network (this agreement), and a violation of either the advertiser’s terms and conditions or the MaxiRoi.com Publisher / Affiliate Network terms and conditions can result in the termination of the publisher’s account and the removal of any pending payments.

12. Downtime

a. MaxiRoi.com will provide services to allow for 100% uptime for both link activity and content delivery. MaxiRoi.com cannot be held liable for any link downtime due to hardware or software related issues, or if the landing pages or links provided by the advertisers are down. The MaxiRoi.com technical staff will, however, work diligently to resolve any issues if any downtime occurs and will coordinate such efforts, if need be, with the advertiser. b. Though MaxiRoi.com regularly monitors all links for programs on a scheduled basis, it is strongly recommended that publishers occasionally checks their links once live on their website. Once a link is live on the publisher’s website, it is the publisher’s responsibility to i