Affiliate Terms and Conditions


The following are the terms and conditions governing your (hereinafter "Affiliate") relationship with RoxyAds.com (hereinafter "RoxyAds") and the use of any website associated with RoxyAds' services (hereinafter "Site"). Affiliate agrees to use the Site and any additional services offered by RoxyAds only in accordance with these Terms and Conditions. RoxyAds reserves the right to make changes to the Site and these Terms and Conditions at any time. Affiliate's continued use of the Site after any such modification and notification thereof (which may be provided by email to the email address provided in the course of Affiliate's registration with RoxyAds shall constitute Affiliate's consent to such modification.

1. Approval of Affiliate.
Registration with RoxyAds shall not confer any right on Affiliate to market or promote any Programs (as defined under section 2) made available by RoxyAds on the Site on behalf of its clients (the "Advertisers"). Participation by Affiliate in the RoxyAds Affiliate lead generation program is subject to review and approval by RoxyAds. All prospective Affiliates need official approval from RoxyAds before they can access the Program. Official approval requires meeting the criteria listed under Sections 1.1 and 1.2 below. However, approval is not automatically granted upon fulfillment of said criteria. RoxyAds reserves the right to withhold or refuse approval for any reason at RoxyAds' sole discretion. Once the Affiliate has been accepted into the Program, the Affiliate's continued right to participate is conditioned upon the Affiliate's ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Affiliate to observe the terms and conditions of this Agreement will disqualify the Affiliate from participating in the Program. Affiliate may requalify for the Program upon proof of compliance with terms and conditions of this Agreement, subject to approval by RoxyAds. The Affiliate must promptly notify RoxyAds if a material change in its business practices or strategy occurs. RoxyAds can withdraw approval of an Affiliate at any time for any reason.

1.1. Minimum Eligibility Requirements.
To be eligible to become an Affiliate, all websites, affiliated websites, and email distribution lists (collectively the "Media") must meet the following criteria, at a minimum. All Affiliates that wish to send advertisements via email must have the consent of the consumer to send such email, and each Affiliate shall maintain records evidencing such consent, including, without limitation.
• Member opt-in date
• Registration source
• First name
• Last name
• Address
• Email address
• Any other information collected and will supply such records to RoxyAds within one business day of request thereof, unless otherwise approved in writing by RoxyAds.
Affiliates may not offer incentives to users as a means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc. Affiliate websites must be fully functional at all levels, with no "under construction" sites or sections. Affiliate's policies must comply with state and federal laws and regulations, including but not limited to the CAN-SPAM Act of 2003. Spawning process pop-ups are prohibited, and such other criteria as RoxyAds may determine from time to time at its sole discretion.

1.2. Affiliate Website Content.
The content of Affiliate's Media shall be subject to RoxyAds' subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:
• Pornographic material, including any material appealing to the prurient interests;
• Racial, ethnic, political, hate-mongering, or otherwise objectionable content;
• Investment, money-making opportunities, or advice not permitted under law;
• Gratuitous violence or profanity;
• Material that defames, misrepresents, abuses, or threatens physical harm to others;
• Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
• Software Pirating;
• Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;
• Infringement or violations of 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;
• Any illegal activity whatsoever and links to any affiliate networks

2. Use of the Site.

2.1. The Site allows RoxyAds to post offers of advertising programs sponsored by RoxyAds or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which the Affiliate will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions, and leads. If the Affiliate accepts a Program, the Affiliate agrees to place that Program's advertising creative (including designated "subject" and "from" lines, the Advertiser's CAN-SPAM disclosures, and any other disclosures provided therein) ("Specified Advertising Materials") on Affiliate's Media. Affiliate shall display the Specified Advertising Materials exactly as they appear on the Site and will not alter them in any way. Failure to adhere to this requirement may, in addition to all other remedies available to RoxyAds, result in the termination of the Affiliate. RoxyAds may terminate a Program at any time, at RoxyAds' sole discretion. RoxyAds shall take reasonable efforts, including but not limited to email communications, to notify Affiliate of such termination. RoxyAds is responsible for displaying and administering all active Programs and tracking the payments owed.

2.2. Special Rules Governing Email Campaigns.

2.2(a). In the event that RoxyAds or Affiliate receives a complaint from any recipient of a Program transmitted by Affiliate, upon our request, Affiliate will immediately provide RoxyAds with appropriate records verifying that recipient's consent to receive email transmissions from Affiliate. Such records include, but may not necessarily be limited to, the Internet address of the Affiliate's opt-in/opt-out website, the date of the recipient's action, and the Affiliate's privacy policy.

2.2(b). Affiliate may not use an advertiser's name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.

2.2(c). No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. Affiliate and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network accessed without authorization.

2.2(d). Subject lines may not be false or misleading, so they would likely mislead a reasonable recipient about the message's contents or subject matter. Affiliate may only use approved Specified Advertising Materials, including subject lines available provided by RoxyAds or subject lines for which Affiliate has documented approval from RoxyAds.

2.2(e). Specified Advertising Materials consisting of email messages must contain clear identification. Messages containing advertisements or solicitations must identify themselves as such and do so by "clear and conspicuous" means, for example, by stating in the message body, "This advertisement is brought to you by (Your Company)." Further, the sender must identify himself as the initiator and sender of the email, including company name, email, and physical address.

2.2(f). Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give recipients an effective means of requesting not to receive future email ads from that sender. At a minimum, the Affiliate must give the recipient the ability to send a reply message to unsubscribe, opt-out via postal letter, and provide a functioning unsubscribe link that must remain in operation for 30 days from the date of the original email transmission.

2.2(g). All unsubscribe requests must be implemented within ten (10) business days from their receipt. You may not sell or transfer an email address once someone has opted out of receiving future communications, whether from only the Advertiser or globally.

2.2(h). No Random or Invalid Generation of Email Addresses. The Affiliate is responsible for knowing the source of its email list. Email addresses may not be obtained by using a program to generate email addresses randomly and/or "scraping" websites or online services. Affiliates must have full opt-in data for all recipients in its database.

3. Monitoring.
RoxyAds shall be constantly monitoring, on its own or with the assistance of third parties, the Affiliates for compliance with these Terms and Conditions, without limiting the generality of the foregoing:

3.1. All Affiliates will be monitored by RoxyAds (or a third party retained by RoxyAds for such purposes) for compliance with applicable legal requirements concerning honoring unsubscribe requests and compliance with the use of the Specified Advertising Materials. If a third party does the monitoring, such a third party will share all such information with RoxyAds.

3.2. Each unsubscribe list furnished to an Affiliate shall be separately and technologically identified so that RoxyAds can ensure that each Affiliate is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law. Affiliates must not send further emails to names already on or newly added to the unsubscribe list.

4. License.
RoxyAds grants Affiliate a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to use the Site (including any Specified Advertising Materials posted thereon) and any data, reports, information or analyses arising out of such use (the "Site Data") solely for the purpose of marketing or promoting the Programs hereunder and subject to these Terms and Conditions and the applicable Program Terms.

If an Affiliate also maintains its own network of Affiliates, such an Affiliate may not provide the Program to its Affiliates without the prior written consent of RoxyAds. Under such conditions, the Affiliate will require its Affiliates to agree to and comply with these Terms and Conditions if an Affiliate fails to adhere to the foregoing requirements and any other remedies available to RoxyAds. In that case, the Affiliate shall forfeit its rights to any amounts owed by RoxyAds to the Affiliate. Affiliate acknowledges and agrees that Affiliate does not have, nor will it claim any right, title, or interest in the Site software, applications, data, methods of doing business, or any elements thereof, or any content provided on the Site (including the Specified Advertising Materials). Affiliate may only access the Site via web browser, email, or in a manner approved by RoxyAds. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules, or other data provided by or obtained from RoxyAds that allows RoxyAds to measure ad performance and provide its service. In addition, Affiliate acknowledges that all non-public information, data, and reports received from RoxyAds hereunder or as part of the services hereunder are proprietary to and owned by RoxyAds. If instructed to do so by RoxyAds and/or if Affiliate shall be terminated by RoxyAds, Affiliate will immediately destroy and discontinue the use of any RoxyAds data, including Site Data, and any other material owned by RoxyAds or the Advertisers.

5. Non-Solicitation.
Affiliate agrees that Affiliate will not approach or attempt to engage in a contract with any of RoxyAds' clients (each such client, individually a "Client" and all such clients, collectively "Clients") directly or indirectly via a Client's ad agency, broker or any other person or entity.RoxyAds will promptly reply in writing to any inquiries received from Affiliate regarding the status of any person or entity as an RoxyAds Client to aid Affiliate in its efforts to comply with the non-solicitation provisions of this Agreement. Because RoxyAds will be irreparably harmed by Affiliate's conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Affiliate agrees that RoxyAds shall be entitled to injunctive relief precluding Affiliate from taking or continuing any action or conduct violating this provision to be issued by any court of competent jurisdiction upon showing any such violative conduct by Affiliate.

6. Participation in our Program.
RoxyAds shall provide the Affiliate with material to create a website for the purpose of search engine optimization, or the Affiliate can create its own website. In either event, no website shall be released online, and nonsubmission, inclusion, or any traffic can be sent to it prior to RoxyAds' review and approval. If the Affiliate already has its own website, the Affiliate's website will be subject to RoxyAds' review and approval. Approval shall be written or by electronic submission. All Program-related websites will contain links ("Links") provided by RoxyAds directing traffic to product sales web pages served by RoxyAds or an RoxyAds Group Client. Affiliate's selection of entities to be included on any such website is also subject to RoxyAds' review and approval, which shall not be unreasonably withheld. Should any of RoxyAds' Client(s) provide content that includes embedded bots, Data Miners, links, or other creative, graphic, text, or HTML, all content shall remain the sole property of RoxyAds. Affiliate agrees to comply with all applicable laws and regulations, including but not limited to those enforced by the FTC (U.S. Federal Trade Commission) and the state attorneys general. Failure to comply with such laws and regulations will result in the termination of an Affiliate's account. RoxyAds shall determine compliance at its sole discretion.

6.1. Links.
Affiliate agrees to use the Links in the form we deliver them to Affiliate. Affiliate agrees not to modify, alter, delete, or adapt the Links in any manner without RoxyAds' written approval. Links must be served from the RoxyAds server unless otherwise permitted in writing by RoxyAds. Affiliate shall not take any actions to impede the action of or to disable any such links. Affiliate agrees to, if requested by RoxyAds, modify or alter Links or Tracking devices in the manner requested by RoxyAds. Affiliate further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by RoxyAds in accordance with the previous sentence.

6.2. Ownership.
RoxyAds owns all rights, titles, and interests to Links and user data collected and derived through the activities countenanced under this Agreement. RoxyAds may choose to embed certain data mining tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be the sole property of RoxyAds. RoxyAds may, from time to time, opt to share data derived from Data Miners with Affiliate to help Affiliate optimize the quality of leads generated from Affiliate's activities or to otherwise improve the quality, functionality, and mutual profitability of the activities of the parties under this Agreement. If RoxyAds does share data derived from Data Miners with Affiliate, Affiliate agrees that this data will be used solely by Affiliate for the purposes for which it is provided to Affiliate and will not be shared by Affiliate with any other third party or entity without the written approval of RoxyAds. Should RoxyAds choose to provide advertising creative content, web design services, or other web content of any type ("Web Content") to the Affiliate, the Affiliate shall use such Web Content (I) in exactly the form that it is delivered to the Affiliate by RoxyAds without modification unless approved by us in writing; (II) only in the manner expressly permitted by RoxyAds in writing and only until RoxyAds shall request that Affiliate discontinue its use of such advertising creative, at which time Affiliate shall discontinue such use within two (2) business days of being requested by RoxyAds to do so.

7. Deception or Fraud.
RoxyAds actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by RoxyAds' sole discretion, the Affiliate's account will be made inactive pending further investigation. Affiliate accounts are flagged that, among other things, have click-through or conversion rates that are much higher than industry averages and where the solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of RoxyAds;
Have only click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported; Have shown fraudulent leads as determined by the Advertisers;
Have used any incentives to procure clicks or leads. Have provided leads obtained other than through intended consumer action. For instance, the use of phone books or similar compilations of personal data to complete lead generation forms shall be considered fraudulent behavior. Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs. If Affiliate fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by RoxyAds or use of sites in co-registration campaigns that Advertiser has not approved), as determined solely by RoxyAds, Affiliate will forfeit its entire commission for all programs and its account will be terminated. If Affiliate is notified that fraudulent activities may be occurring on its Media, and Affiliate fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to RoxyAds, Affiliate shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, if the Affiliate has already received payment for fraudulent activities, RoxyAds reserves the right to seek credit or remedy from future earnings or to demand reimbursement from the Affiliate.

8. Payment.
Affiliates will be paid per the terms of each Program. RoxyAds shall do weekly payouts every Thursday. Daily payments are considered case-by-case if Affilate's sales volume supports it. In addition to any other remedies that may be available to RoxyAds, in the event of any breaches by Affiliate of these Terms and Conditions, Affiliate shall forfeit its rights to any amounts owed by RoxyAds to Affiliate. RoxyAds reserves the right to reduce any payments owed to Affiliate due to any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies, and the like. RoxyAds shall compile, calculate, and electronically deliver data required to determine Affiliate's billing and compensation. Any questions regarding the data provided by RoxyAds must be submitted in writing within ten (10) business days of receipt; otherwise, the Affiliate will deem the information accurate and accepted.

RoxyAds will not pay for any Events that occur before a Program is initiated or after a Program terminates. Invoices submitted to RoxyAds and payments made to Affiliate shall be based on the Events as reported by RoxyAds. RoxyAds will not be responsible for compensating Affiliate for Events not recorded due to Affiliate's error. RoxyAds will require an Affiliate to provide a W-9 and similar information as a condition of payment. If your traffic decline rate is over 95% in any specific pay period, all traffic will be deemed fraud and, therefore, unpaid for that period, and you risk being permanently banned from RoxyAds. The only forms of payouts we offer are wire transfers or PayPal. Please do not request other forms of payment. We will not pay affiliates who decline over 80%.

9. Special Terms for Co-Registration Campaigns.
With respect to Affiliates who are running co-registration campaigns to generate leads ("Leads") for Advertisers, the following specific terms and conditions shall apply:

9.1. Approval of Affiliate's Site(s).
No Campaign may go live until RoxyAds and, if necessary, the applicable Advertiser has approved, in writing, (a) all sites to be used by the Affiliate for each Campaign and (b) the transfer of leads in the form of either a successful post for real-time transfer or approval of the test file for batch or FTP files.

9.2. Affiliate's Privacy Policy.
Affiliate represents and warrants that Affiliate's privacy policy permits data collection, use, and transfer as contemplated hereby and the Program Terms.

9.3. Scrubbing Leads.
Each Program shall have its criteria for determining the validity of a lead (the "Lead Requirements"). RoxyAds may detect and track all Invalid Leads determined in real-time. RoxyAds shall only pay for leads deemed valid by this system. At the sole discretion of RoxyAds, leads may also subsequently be deemed invalid for (i) fraudulent activities, including but not limited to changing approved lead generation forms, publishing an offer on an unapproved site, utilizing automated software or workforce to complete co-registration forms, incentivization of co-registration forms and/or an Affiliate's inability to provide the user IP and time/date stamp for each lead or (ii) non-compliance with co-registration programs including but not limited to exceeding lead caps as communicated by an RoxyAds Account Executive and/or going live with a co-registration offer before written approval of a creative and data transfer by an RoxyAds Account Executive.

9.4. Use of Leads.
Affiliate hereby acknowledges that the Leads collection is being done solely for the benefit of RoxyAds or its Advertiser. Therefore, other than providing the Leads to RoxyAds for delivery to the Advertisers, the Affiliate may not use, sell, transfer, assign, or attempt to monetize the Leads for its own purposes. All rights, titles, and interests in the Leads shall vest exclusively in RoxyAds or its Advertisers.

9.5. No Alteration of Approved Co-Registration Forms.
Affiliate may not, in any way, alter or modify the Co-Registration Forms without the prior written consent of RoxyAds.

9.6. Special Terms for Casino Campaigns.

9.6.1 Test Volume

  • Each approved publisher can run a test volume of 20 deposits (unless otherwise specified) to evaluate traffic quality and ensure compliance with offer terms.
  • The test volume must be reached within 2 months.
  • Verification and confirmation will not be carried out if the test volume and test period have not been reached.
  • Traffic evaluation can take 1-4 weeks, depending on the advertiser.
  • The publisher must notify their manager about finishing the test.
  • General Hold: 7 days.
  • After the test, if traffic quality has decreased or is under review, there may be an additional hold period (from the advertiser).
  • All publishers connected to the offers at any time should be prepared to share screenshots of used sources to prove they are generating traffic from appropriate sources.
Prohibitions

  • The following activities are strictly forbidden:
    • Traffic substitution
    • Specifying the minimum deposit requirements in creatives
    • Targeting unqualified audiences (insolvent, under 18 y.o., interested in quick money gain, working at home, etc.)
    • Traffic from task exchange websites
    • Misleading (promise of nonexistent bonuses, incentives, guarantees, etc)
    • Motivated traffic, fraud - any fraudulent activities - using not owned payout methods and accounts, DDoS, calling in friends or relatives, etc.
    • Using offer tracking links directly, without reductions
    • Social traffic, unless approved
    • Tipster traffic (traffic generated through tipping schemes)
    • Value traffic (traffic generated through value-based schemes)
    • Other schemes aimed at cheating betting companies
Non-Payment Terms

  • The following conditions will not be paid:
    • If you send unapproved Facebook/Meta traffic, cheap bonus traffic, or a cross-brand, the commission will not be paid to you
    • Traffic that matches any forbidden characteristics or activities listed above will not be paid
    • Zero activity traffic (no deposits, no bets, no repeated deposits, etc.)
    • Non-testing traffic that doesn't meet the offer's KPI
    • Multi-accounts, testing conversions, fraudulent
Publisher Responsibilities

  • It is compulsory for all publishers:
    • Before sending traffic, carefully study the offer's terms and follow them
    • If anything is unclear or several terms require additional discussion (sources, creatives, approach, etc.), please contact your AM to resolve all issues before starting to run the offer
    • Otherwise, you will personally take responsibility in full for the way you work and the promotion results
  • We will not be liable for any traffic you generate after the two-month test period..
10. Term.
The initial terms of this Agreement shall be for one year from the date of its first execution by the last party to so execute. Upon the (1) one-year anniversary of the execution, this Agreement shall automatically renew for successive thirty (30) day terms, unless: (a) not less than thirty (30) days prior to the date of any such automatic renewal, a party notifies the other in writing that it does not wish to renew this Agreement; or (b) this Agreement is otherwise earlier terminated under the provisions hereof.

11. Termination.
RoxyAds reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason upon written notice to Affiliate. Upon removal of any advertisements, the Affiliate shall terminate the Program and immediately cease emailing and any traffic involved with the removed advertisement(s). RoxyAds also reserves the right to terminate the Affiliate's access to the Site at any time without notice. Termination notice will be provided via email and will be effective immediately, meaning, among other things, that the Affiliate must immediately cease all advertising activities. All money then due to Affiliate will be paid during the next billing cycle, provided that such money was not earned in conjunction with deceptive or fraudulent practices as determined by RoxyAds at its sole discretion, in which case it will not be awarded. The representations, warranties, and obligations contained in paragraphs 12, 13, 14, and 15 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.

12. Representations and Warranties/Covenants.

12.1. Mutual Representations.
Each party represents and warrants that (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment, or Agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantees, representations, or warranties, express or implied, regarding the level of consumer response resulting from the Programs.

12.2. Affiliate Representations.
Affiliate represents and warrants as follows: Affiliate's Media is currently in compliance with all applicable laws and regulations (including without limitation the CAN-SPAM Act, effective January 1, 2004 (the "CAN-SPAM Act"); Affiliate's Media does not contain or promote, nor links to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity; Affiliate's database consists of only permission based opted-in email addresses; and Affiliate owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Affiliate's Media. Affiliate is compliant with all terms and conditions as set forth herein.

12.3. Affiliate Covenants.
Affiliate covenants that it shall not send unsolicited commercial email (SPAM) (i.e., it will send commercial emails in connection with any Programs to only those email addresses that have consented to receive such commercial emails); post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding any Programs unless expressly approved in writing from RoxyAds; promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content, or any other content referenced in paragraph 1.2;
use the Site in any manner other than that which is specifically contemplated herein; engage in any deceitful, misleading, or other unfair trade practices, or fraudulent or other unlawful practice when marketing any Programs; and while an approved Affiliate and for 180 days thereafter, participate in any performance-based advertising relationship with any Advertiser within RoxyAds' network unless a previously existing business relationship between Advertiser and Affiliate can be demonstrated to the reasonable satisfaction of RoxyAds. In this connection, both parties agree and acknowledge that if Affiliate violates its obligations hereunder, RoxyAds will be entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Affiliate.; and Affiliate covenants that it shall: Conduct the web advertising campaign for Advertiser in accordance with the highest industry standards; Provide within (1) one business day after request therefrom, the IP Information, together with such other related information that RoxyAds may request. Failure to provide such information may result in termination or suspension of the Affiliate and/or the deactivation of all links in any Programs downloaded by the Affiliate.
Affiliate acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of RoxyAds, result in the immediate suspension or termination of RoxyAds' relationship with Affiliate, and Affiliate shall forfeit all rights to any compensation theretofore owed to it by RoxyAds. The foregoing rights shall be in addition to any other remedies available to RoxyAds. Affiliate acknowledges and agrees that RoxyAds shall not be responsible for the Advertisers' violation of any applicable laws or regulations, including, without limitation, the CAN-SPAM Act.

13. Privacy Policy.
Affiliate shall maintain and post conspicuously on all its websites involved in the Programs a privacy policy that clearly and adequately describes how consumer information is collected and used.

14. Customer Information; Non-Disclosure.
Confidentiality. All information submitted to the Affiliate by an end-user customer pursuant to a Program is proprietary information of RoxyAds, its affiliates, and/or the Advertisers. Such customer information is confidential and may not be disclosed by the Affiliate. Affiliate agrees not to reproduce, disseminate, sell, distribute, or commercially exploit any such proprietary information in any manner. Affiliate shall maintain such data in a secure manner, consistent with industry standards. All information provided to the Affiliate hereunder shall be kept strictly confidential.

15. Limitation of Liability; Disclaimer of Warranty.
Unless otherwise provided in this Agreement, in no event shall RoxyAds or any Affiliate be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive, or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence) or otherwise and whether or not either has been advised of the possibility of such damages. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, RoxyAds CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES, AND ANY OTHER MATERIALS PROVIDED TO AFFILIATES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. RoxyAds MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.

RoxyAds makes no representations and warranties whatsoever and disclaims any responsibility and liability regarding the content or nature of any Specified Advertising Materials or Program made available on the Site or any product or service advertised in connection therewith. RoxyAds has no liability to Affiliate for unapproved materials, including all copies, images, URL names, and search terms used by Affiliate to promote the client partner. RoxyAds does not represent any other website that Affiliate may access through the service. When the Affiliate accesses a website that is not associated with and independent from RoxyAds, the Affiliate acknowledges that RoxyAds has no control over the content of that website. Furthermore, a link to a non-RoxyAds website does not mean that RoxyAds endorses or accepts any responsibility for the content or the use of such website. It is the Affiliate's sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of Trojan horses, worms, viruses, and other items of a destructive nature.

16. Indemnity.

16.1. Indemnity.
Affiliate will defend, indemnify, and hold harmless RoxyAds, the Advertisers, and their affiliates, directors, employees, agents, successors, and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney's fees and expenses (collectively "Claims") arising from any breach of any of these Terms and Conditions or any Program Terms. RoxyAds reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder. Affiliate acknowledges that the Advertisers are intended third-party beneficiaries of the foregoing indemnification obligation.

16.2. Notification of Legal Action.
Affiliate will immediately notify RoxyAds of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

17. Force Majeure.
Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach is delayed or prevented because 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; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

18. General.

18.1. Entire Agreement.
These Terms and Conditions and the terms for each of the Programs constitute the entire Agreement between the parties and supersede all prior agreements or understandings between the parties.

18.2 Controlling Law.
These Terms and Conditions, the terms of the Programs, and the relationship contemplated thereby shall be governed by the laws of the United States and the State of Florida without giving effect to principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby irrevocably and unconditionally (I) submits to the general jurisdiction of the federal and state courts located in Fort Lauderdale, Florida (II) agrees that any action or proceeding concerning this Agreement will be brought exclusively in such courts; and (III) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding in any such court was brought in an inconvenient court and agrees not to claim or plead the same.

18.3. Waiver.
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.

18.4. Assignment.
Affiliate may not assign any of its rights hereunder without the prior written consent of RoxyAds, which may be withheld for any reason.

18.5. Severability.
In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.

18.6. Relationship.
The parties agree that RoxyAds acts as an independent contractor in performing the Services and that the relationship between RoxyAds and Affiliate shall not constitute a partnership, joint venture, or agency. Neither RoxyAds nor any of RoxyAds' employees or agents (collectively referred to herein as the "Employees") (i) is an employee, agent, or legal representative of Affiliate, or (ii) shall have any authority to represent Affiliate or to enter into any contracts or assume any liabilities on behalf of Affiliate.

18.7. No Publicity.
Affiliate may not make any mention of RoxyAds or any RoxyAds client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing RoxyAds or any of its clients in your customer lists, without the written consent of RoxyAds, whose consent may be withheld for any reason or no reason.

18.8. Notice.
Any notice, communication, or statement relating to these Terms and Conditions shall be in writing and deemed effective: (I) upon delivery when delivered in person; (II) upon transmission when delivered by verified facsimile transmission or verified email; or (III) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to (a) Affiliate at the address provided in the registration, and (b) RoxyAds.com.