ADVERTISER TERMS AND CONDITIONS

These Terms and Conditions form a legally binding agreement (“Agreement”) between InteractiveOffers LLC (“Interactive Offers” or “we” or “us”) and any person or entity placing advertising via InteractiveOffers.com (the “Site”) or any services available via the Site (“Service”)(“Advertiser” or “you”). By creating an advertiser account and/or placing any advertising via the dashboard in your account on the Site, you expressly agree to all the terms in this Agreement. You agree to use the Site, the Service and any additional products and/or services offered by Interactive Offers only in accordance with this Agreement. Interactive Offers reserves the right to make changes to the Site and the Service offered via the Site at any time.

1. Interactive Offers Network.

The “Interactive Offers Network” comprises a group of third-party publishers (“Publishers”) authorized by Interactive Offers to post Advertiser-furnished content on or through email communications, websites, text messages, or other digital resources the Publishers control and as may be approved by Interactive Offers from time to time. Interactive Offers provides you, as Advertiser, with the ability to post content for advertising purposes (“Creative,” as further defined below) for distribution through the Interactive Offers Network subject to your compliance with the terms and conditions of this Agreement.

2. Creating an Account.

To be eligible to place Advertising using the Service, you first must follow the instructions on the Site to create an account. We reserve the right to accept or reject any applicant for an account, or to terminate your participation as an Advertiser, in our sole discretion, at any time for any reason.

3. Creative Content.

You are responsible for providing the advertising content you wish to distribute via the Interactive Offers Network, including all images, text, subject lines (where applicable for email communications) and URLs/links (“Creative”), and all costs of creation and delivery of same to us. All elements of all Creative must be uploaded using the tools made available to you via your dashboard in your account on the Site in accordance with all instructions listed there as well as any other requirements set forth in this Agreement. By using the Site or Services to create any Campaign(s), you grant to us, and to the Publishers in the Interactive Offers Network, a non-exclusive, royalty-free, worldwide license to use, perform and display all Creative delivered hereunder in accordance with the terms of this Agreement. As between Advertiser and Interactive Offers, Advertiser is the sole owner of the Creative it provides, and is solely responsible for all compliance with applicable laws and regulations relating to such Creative.

4. Campaigns.

Each time you wish to advertise via the Interactive Offers network (a “Campaign”), you must access your dashboard in your account on the Site to upload your Creative, set your budget, dates, and other parameters, and choose the method(s) by which you wish your Creative to be distributed (emails, websites, text messages, etc., as may be offered from time to time via the dashboard) and the basis on which you will pay. Available payment options may include those listed below, which Interactive Offers may change from time to time.

a. Cost Per Click (CPC) Campaigns. You set the price you are willing to pay to Publishers for each click made on your Creative as distributed by Publishers via the Interactive Offers Network.

b. Cost Per Lead (CPL) Campaigns. You set the price you are willing to pay to Publishers for each sale or other defined transaction completed as a result of a customer or prospect following a link in your Creative distributed by Publishers via the Interactive Offers Network.

c. Co-Registration. You set the price you are willing to pay to Publishers for each email address, name, phone number or other contact information a person voluntarily opts-in to provide to you via the Publisher’s email, website, text message or other digital publication. Subject to the scope of the opt-in, and any applicable Laws, you are then able to use such contact information as part of your own business to send communications about your own products and services.

5. Distribution Options.

If you choose to distribute your Creative in any Campaign via Publisher emails or text message in the Interactive Offers Network, you will have the option to choose whether to make your Creative available to all interested Publishers or only to a group you select. All options will be exercised via your dashboard in your account on the Site. You understand and agree that your Creative will be sent as its own email or text message, with its own subject line that you provide (for emails), but will come from the Publisher(s) and be accompanied by any appropriate disclosures, unsubscribe options, etc. from the Publisher(s) for commercial communications they send.

6. Interactive Offers’ Approval.

All Creative content, URL links, Campaign requests, or other submissions of any kind you make via the Site are subject to our approval. We reserve the right to reject, cancel or remove any Creative, link, Campaign request, or other submission at any time for any reason. Interactive Offers, its employees, consultants and other agents shall have no liability for such decisions. Interactive Offers does not guarantee that any particular Creative will be available or displayed.

Interactive Offers‘s failure to reject or cancel any Creative shall not be construed as an acceptance of the Creative, nor shall it negate any other provisions of this Agreement, specifically with respect to Advertiser’s responsibility and liability for its Creative.

7. Limited Services Provided.

The services provided by Interactive Offers (“Services”) are limited to making Creative for Campaigns available to Publishers via the Interactive Offers Network in accordance with the terms of this Agreement, including integrating into the Creative for each Campaign any necessary links or URLs you furnish via your dashboard. Positioning of Creative within the Interactive Offers Network is at the sole discretion of Publishers who control their own websites, emails, text messages and other distribution vehicles, and who are responsible to include all appropriate material to disclose the presence of sponsored content, unsubscribe options, and the like. Interactive Offers cannot and does not guarantee that your Creative will be available through any specific part of the Interactive Offers Network, or when your Creative will run (if at all), or the placement and positioning of your Creative within any Publisher materials, or the number of clicks, leads, or other actions that might be taken as a result of the initiation of any Campaign(s). Further, Interactive Offers is not responsible in any way for your website(s) or other products or services (or those of any Publishers), including but not limited to content, maintenance, order entry, customer service, payment processing, shipping, cancellations or returns relating to any goods or services you or they may offer. Any rights not expressly granted to Advertiser are reserved to Interactive Offers and its Publishers. Without limiting the foregoing, Advertiser does not acquire any ownership rights to the Interactive Offers Network, the Site, or any technology employed on the Site. The availability of the Interactive Offers Network, the Site and any Service does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Interactive Offers reserves any rights not explicitly granted in this Agreement.

8. Creative Content Guidelines.

Any policies, specifications and/or recommendations with respect to Creative should not be construed as legal advice, or as being sufficient to assure compliance with applicable law. Interactive Offers assumes no obligation and hereby disclaims any liability for Advertiser’s reliance on any such guidelines or our acceptance of any Creative for publication. You should consult with your own legal counsel regarding the appropriateness of any Creative or Campaigns you plan to conduct.

9. Representations and Warranties of Advertiser.

You represent and warrant that you shall access the Site and Services, including but not limited to your dashboard, solely and exclusively to manage your account with Interactive Offers and shall not share, transfer or assign such access information to any third party. Without limiting the foregoing, you will not use any automated or unauthorized means to access its account, or share, disseminate or monitor the Interactive Offers Network platform or service for any purpose not explicitly granted in this Agreement. You further warrant and represent that: (a) you have all right, title and interest in and to the Creative; (b) the use of the Creative by Interactive Offers and its Publishers as contemplated and authorized hereunder will not infringe on any copyright, patent, trademark , trade secret, or other proprietary rights or right of publicity or privacy; and (c) all Creative complies with all laws, regulations and ordinances ("Laws") of the United States and any other jurisdiction where you conduct business or reasonably intend/expect your Creative to be acted upon.

10. Terms of Payment.

You are responsible for all charges incurred as a result of Campaigns requested via your dashboard or account via the Site, including a margin of up to twenty percent (20%) excess of clicks, leads or other actions which occur in any CPC or CPL Campaign. All payments will be in U.S. Dollars via the credit card you register with your account. Charges to your credit card will occur at such intervals as we determine in our sole discretion. We reserve the right to determine, in our discretion, the amount of credit to extend to you, the timing for required payments, and to modify such decisions at any time in our discretion. Any portion of a charge not disputed in good faith per Section 23 below must be paid in full. No chargebacks via credit card allowed or authorized. Any disputes must be undertaken solely and exclusively per the dispute process set forth in this Agreement. You are responsible for payment of any sales, excise or other similar taxes which may become due as result of your use of the Site or Services. If we are required to resort to collection actions of any type to recover past-due or unpaid amounts owed under this Agreement, you are responsible for all costs of such actions, including but not limited to reasonable attorneys’ fees. If payment is not made when due, we also may charge interest at the rate of 8% per annum from the due date until the date of actual payment, whether before or after judgment. We also may suspend or terminate your use of the Site and Services until full payment is received. Upon request, you will provide any financial information or other documentation we may reasonably request as a condition for the continued extension of credit. We may, in our sole discretion, extend, revise or revoke credit at any time.

11. Results and Reporting.

Results of CPC Campaigns, including but not limited to clicks, leads, or other actions for which Advertiser has agreed to pay fees, are reported periodically via the Advertiser’s dashboard. However, in the event of any discrepancy between what is shown on your dashboard and our official records, our records will govern. In the case of CPL Campaigns, Advertiser shall provide to Interactive Offers, within five (5) days after the end of any applicable traffic period (as specified on the dashboard), the total number of sales or other actions generated by persons who followed links distributed via the Interactive Offers Network during the applicable traffic period. Notwithstanding the foregoing, upon Interactive Offers‘ reasonable request, Advertiser will shall provide Interactive Offers with the sales/action total for the said traffic period within forty-eight (48) hours of the request. Advertiser acknowledges and agrees that that Interactive Offers shall invoice Advertiser using the higher of the numbers tracked by Interactive Offers or tracked by Advertiser. Nothing herein limits or excludes our right to require additional information as we deem reasonably necessary from you to calculate Fees under this Agreement, and you agree to comply with any requests for such information. In the case of Co-Registration Campaigns, the email addresses, names, phone numbers, or other information given voluntarily by readers of Creatives in Campaigns will be delivered to you as they are received, and the associated charges will be reflected periodically on your dashboard. However, in the event of any discrepancy between what is shown on your dashboard and our official records, our records will govern.

12. Traffic Level Adjustments.

If Advertiser is being extended credit in connection with a CPL or other campaign, and if in Interactive Offers‘s sole determination, the projected amounts fees payable by Advertiser for any traffic period are targeted to exceed amounts acceptable to Interactive Offers, then Interactive Offers may, in its sole discretion, take any one or more of the following actions at any time: (a) require a deposit or increase in deposit; (b) increase the frequency of invoices to daily, weekly or bi-weekly, as applicable: (c) require that Advertiser secure any current and/or future payment obligations through the issuance of promissory notes, establishment of joint accounts and/or collateralization of receivables, real property and/or other assets; (d) suspend the placement of Creative in the Interactive Offers Network until the payment terms have been revised to Interactive Offers‘ satisfaction; (e) cap the number of transactions to be generated by the Creative.

13. Cancellation/Modification of Campaigns.

Advertiser may request to suspend or cancel any Campaign at any time via Advertiser’s dashboard; provided that Advertiser shall continue to be responsible for payment for any clicks, leads, or other applicable actions garnered (a) prior to the time of cancellation/suspension, and (b) for up to 48 hours thereafter with respect to any Publisher(s) who accepted the Campaign prior to the time of the cancellation/suspension. We also reserve the right to suspend or terminate any Campaign(s) at any time if we believe you are in breach of this Agreement, or otherwise in our discretion, without liability to you.

14. Tracking System.

You agree that you will not alter any pixel(s) or other tracking method deployed by Interactive Offers to track Creative. If you disrupt, interfere, or disable the tracking system, you will be obligated to pay Interactive Offers for all clicks, leads, or other applicable actions which are estimated to have occurred during the period of the disruption using historical traffic patterns for your Creative as the basis for the estimates (or for Creative for comparable companies if your Creative has no established track record). In any instance where Campaign-related activity is to be tracked via a page on your website(s), you shall place our tracking device on a unique confirmation page that does not contain the pixel or tracking method of any third party. If you place our tracking device on the same page as a third party‘s pixel or tracking method, you will be obligated to pay us based upon each firing of our device (based on our tracking logs) regardless of any payment made to any third party for the subject action in reliance on any other pixel and/or tracking method appearing on the same page.

5. Fraud.

We employ proprietary algorithms to seek to detect fraudulent clicks or other similar activity which may affect payments due from Advertiser under this Agreement. You acknowledge, however, that no such systems are perfect, and you agree to pay the fees due under this Agreement for all clicks or other actions we include in our official tracking information, which shall be final and binding. You further agree that we shall not be liable for any instances of fraud on the part of end-user consumers, Publishers, or any other third parties, and that any claim you have against any such parties will be brought solely against them and not against us. Notwithstanding the foregoing, you shall not be liable for clicks, leads or other fee-generating events which result from Publisher fraud if you dispute those actions in accordance with Section 23 of this Agreement; provided, however, that unless we are able to determine conclusively to our own reasonable satisfaction that fraud in fact has occurred, you remain responsible to pay in full for the disputed, clicks, leads or other actions per the terms of this Agreement.

16. Non-Circumvent.

Advertiser recognizes that Interactive Offers has proprietary relationships Publishers in Interactive Offers Network. Advertiser agrees not to knowingly circumvent such relationships, or otherwise seek to obtain, directly or indirectly, services similar to those performed by Interactive Offers or such Publishers hereunder, from any Publisher that is known, or should reasonably be known, by Advertiser to have such a relationship with Interactive Offers. Without limiting the foregoing, Advertiser shall not solicit any Publisher(s) in the Interactive Offers Network, nor shall Advertiser use or attempt to use reverse engineering or tracing of Publisher traffic, as a means to solicit and/or identify any Publisher(s). Failure to comply with this Section may result in termination of this Agreement. Nothing herein limits or excludes any other remedies available to us at law or in equity, all of which are expressly reserved.

17. Confidentiality.

Any confidential information and/or proprietary data provided by one party ("Discloser") to the other party ("Recipient"), including the Creative descriptions and the pricing of the Creative, shall be deemed "Confidential Information" of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know same and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under this Agreement. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information that: (a) was previously known to the Recipient; (b) was or becomes generally available to the public through no fault of the Recipient; (c) was rightfully in Recipient‘s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by Discloser; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser. Notwithstanding the foregoing, either party may disclose, upon written notice to the other party, Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

18. Consumer Data

Any and all information submitted by or collected about end-user consumers (“Consumer Data”) to any Advertiser in response to any Creative(s) or Campaign shall be considered proprietary to and owned by Interactive Offers. Advertiser acknowledges that all Consumer Data, data and reports made available by Interactive Offers hereunder or otherwise as part of any Service it provides is proprietary to and owned by Interactive Offers. Interactive Offers may use or disclosure such Consumer Data, data, and reports for any purpose, including for it’s own commercial purpose and for product research and development. These rights shall survive termination or expiration of this Agreement.

19. Mutual Representations and Warranties.

EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT: (A) IT HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO GRANT THE LICENSES GRANTED HEREUNDER AND TO PERFORM THE ACTS REQUIRED OF IT HEREUNDER; (B) PERFORMANCE UNDER THIS AGREEMENT WILL NOT VIOLATE ANY AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; AND (C) THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF EACH PARTY, ENFORCEABLE AGAINST EACH PARTY IN ACCORDANCE WITH ITS TERMS.

20. Disclaimer of Warranties.

THE INTERACTIVE OFFERS NETWORK, SERVICES AND THE RESULTS GENERATED THERE FROM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY CREATIVE. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY CREATIVE, INTERACTIVE OFFERS‘ SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. EXCEPT AS STATED HEREIN, INTERACTIVE OFFERS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Without limiting the foregoing, Advertiser acknowledges and agrees that the success of any advertising or promotional effort is subject to factors beyond the control of any party, and, therefore, the success of any Campaign in achieving any particular promotional or advertising goal of Advertiser is in no way guaranteed or assured.

21. Limitation of Liability.

In no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever including, without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages or losses.

INTERACTIVE OFFERS’ MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH ANY CLAIMS RELATING IN ANY WAY TO THE SITE, THE SERVICE, OR ANY CAMPAIGN(S), REGARDLESS OF THE LEGAL THEORY FOR SUCH CLAIM, SHALL BE THE GREATER OF $500 OR THE AMOUNT OF THE FEES DUE TO INTERACTIVE OFFERS FROM ADVERTISER IN CONNECTION WITH THE CAMPAIGN(S) GIVING RISE TO THE CAUSE OF ACTION. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST INTERACTIVE OFFERS MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. ADVERTISER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREINABOVE ARE FAIR AND REASONABLE, THAT THEY FORM AN ESSENTIAL PART OF THIS AGREEMENT, AND THAT ABSENT SUCH LIMITATIONS INTERACTIVE OFFERS WOULD NOT BE WILLING TO ENTER INTO THIS AGREEMENT OR OFFER THE SITE OR SERVICES.

22. Indemnification.

Advertiser agrees to defend, indemnify and hold harmless Interactive Offers and its Publishers and their respective parents, subsidiaries, affiliates, and their respective directors, officers, employees and agents from and against any and all third-party claims, and all resulting damages, liabilities, costs and expenses (including reasonable attorneys‘ fees, even if incident to any appeals) (collectively "Losses") relating to or arising out of: (a) Advertiser’s breach of this Agreement; (b) the content of any Creative furnished by Advertiser; or (c) the products, website(s), services or other content linked to or from the Creative.

Interactive Offers agrees to defend, indemnify and hold harmless Advertiser and its parents, subsidiaries, affiliates, and their respective directors, officers, employees and agents, from and against any and all Losses relating to or arising out of Interactive Offers‘ breach of this Agreement. If any action is brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party may participate in the defense, at its own expense, after the indemnifying party assumes the control thereof. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.

23. Independent Contractors.

Each party is an independent contractor and not a partner, joint venturer or employee of the other. Neither party shall have the right to bind the other or to incur any obligation on the other‘s behalf.

24. Disputed Charges.

Advertiser shall submit any and all claims and disputes relating to clicks, leads or other actions generating fees hereunder to Interactive Offers within seven (7)days after such clicks, leads or other actions are initially reported to Advertiser. Any such notice from Advertiser must be in writing. Claims and disputes not timely submitted to Interactive Offers, in accordance with this provision, are waived and all charges are final.

25. Governing Law/Arbitration.

This Agreement shall be construed and governed by the laws of the State of Florida, without giving effect to principles of conflicts of law. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting this Agreement, including its interpretation and validity, shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Association. Arbitration shall take place in Palm Beach County, Florida. At the request of Interactive Offers, arbitration proceedings will be conducted in secrecy. In such case all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by Interactive Offers or Publisher and by their respective attorneys and their respective experts who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Interactive Offers shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection to, arising out of, or under this Agreement. Nothing contained in this Agreement shall be construed to limit any legal remedies available to Interactive Offers. To the extent permitted by law, you agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Interactive Offers and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorneys' fees and court costs that Interactive Offers incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent agreement. In the event of any litigation not subject to the arbitration agreement above, such litigation shall be resolved exclusively in the federal and state courts in Palm Bach County, Florida, and Advertiser and Interactive Offers both hereby consent to the jurisdiction of said courts and hereby waive, and agree not to assert in any such suit, action or proceeding, any claim of lack of personal jurisdiction or that such proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

26. Complete Agreement.

This Agreement, together with any Terms of Use of the Site, and any Campaign requests submitted by Advertiser via its account/dashboard on the Site, form the entire agreement of the parties relating to use of the Site and Services. No amendment is binding unless in writing signed by both parties; provided that Interactive Offers may amend this Agreement at any time upon thirty (30) days’ prior written notice to Advertiser; if Advertiser objects to such amendment, Advertiser must notify Interactive Offers within said 30-day notice period, in which case this Agreement will remain unchanged but will terminate upon the expiration of any then-current Campaigns being run by Advertiser. If no objection is received by Interactive Offers within the notice period, then the amended Agreement shall become binding on both parties as of the end of the 30-day notice period. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. To the extent that anything in or associated with the Interactive Offers Network or any Campaign terms are in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

27. Non-Waiver.

The failure of Interactive Offers to exercise any rights granted hereunder will not operate as a waiver of those rights.

28. Non-Assignment.

Advertiser may not assign or delegate any rights or obligations under this Agreement without the prior written consent of Interactive Offers. Any unauthorized assignment is null and void. The parties‘ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, joint administrators and permitted assigns.

29. Force Majeure.

Neither party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such party. Advertiser understands and agrees that on occasion the Site and/or the Interactive Offers Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Interactive Offers or which are not reasonably foreseeable by Interactive Offers including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Interactive Offers will attempt to provide the Service on a continuous basis. However, Advertiser acknowledges and agrees that Interactive Offers does not guaranty availability of the Service and Interactive Offers Network on a continuous or uninterrupted basis, and that any failure to deliver because of technical difficulties does not represent a failure to meet the obligations under this Agreement.

30. Notices.

All notices shall be sent via email to the recipient using the contact information shown in Advertiser’s account (for Advertiser) or to Interactive Offers at support@interactiveoffers.com

Last Updated Friday May 5th, 2020


PUBLISHER TERMS AND CONDITIONS

These Terms and Conditions form a legally binding agreement (“Agreement”) between Interactive Offers LLC (“Interactive Offers” or “we” or “us”) and any person or entity electing to publish or display advertising content available from Advertisers via InteractiveOffers.com (the “Site”) or any services offered via the Site (“Services”) (“Publisher” or “you”). By creating a publisher account and/or using any tools available on the Site to select advertising content to publish or display in your emails, website(s) or other digital outlets, you expressly agree to all the terms in this Agreement. You agree to use the Site, the Service and any additional products and/or services offered by Interactive Offers only in accordance with this Agreement. Interactive Offers reserves the right to make changes to the Site and the Service offered via the Site at any time.

1. Interactive Offers Network.

The Interactive Offers Network comprises a group of third-party publishers (“Publishers”) authorized by Interactive Offers to post Advertiser-furnished content (“Creative”) on or through email communications, text messages, websites, or other digital resources the Publishers control. As a Publisher, you have the opportunity to earn fees (“Fees”) through publication of Creative in various advertising campaigns (“Campaigns”) offered by third-party advertisers (“Advertisers”) in accordance with this Agreement.

2. Creating an Account.

To be eligible to participate as a Publisher for any Campaign(s), you first must follow the instructions on the Site to create an account. We reserve the right to accept or reject any applicant for an account, or to terminate your participation as a Publisher for any Campaign(s), in our sole discretion, at any time for any reason.

3. Selecting Email/Text Message Campaigns.

We post available Campaigns/Creative on the Site which you can view via the dashboard associated with your account. The listings will display the amount of clicks or other actions the Advertiser is willing to pay to achieve, along with the amount the Advertiser is offering to pay per click or other action. By selecting an available Campaign, you will be given a 48-hour window in which to publish/distribute emails or text messages containing the Creative associated with the Campaign. You can then earn Fees for each click or other requested action generated via your publications/emails during the 48-hour period. Fees are subject to the limits set by the Campaign – i.e., other Publishers might garner some or all of the available Fee-generating clicks, leads, or other actions before you – as well as (a) our verification of authenticity of clicks/actions, (b) removal of duplicate actions from the same IP addresses, and (c) other anti-fraud measures we may implement. We may change any Campaign at any time, effective immediately upon notice to You. Similarly, you may cease participation in any previously accepted Campaign at any time. The remaining available clicks, leads or other Fee-generating actions associated with any Campaign will be listed along with the availability of the Campaign on the Site; however, we are not liable for any errors, delays, interruptions, or other problems of any kind related to the availability or accuracy of such information on the Site. Website-based Campaigns may be subject to different time windows which will be communicated via your dashboard for each such Campaign.

4. Limited Publisher Rights.

Publisher is authorized to download the Creative available for any campaign for the following limited purposes as applicable to the Campaign: (a) publication on Publisher’s website and/or any other website published with, owned, operated and/or controlled by Publisher (“Publisher Website”); (b) distribution in e-mail messages sent to those e-mail addresses listed in Publisher’s database and/or any other database associated with, owned, operated and/or controlled by Publisher (“Publisher E-mails”); or (c) other marketing channels as may be approved by us from time to time, such as text messages. We reserve the right to reject any Publisher Website(s) and/or Publisher Emails or other communications at any time in our discretion. Publisher shall not alter, modify or otherwise change the Creatives, or any Creatives-related feature, that it obtains access to in connection with any Campaign in any manner whatsoever, without Interactive Offers’ prior express written consent. Without limiting the foregoing, Publisher shall not alter or remove any integration tags, URLs, pixels or other tracking technology included in the Creatives or otherwise used by Interactive Offers, or changes any subject line(s) or content in any Creative for any email-based or text message-based Campaigns. Any such action is a material breach of this Agreement entitling us to immediate termination or your participation in the Interactive Offers Network and to refuse payment to you for any Campaign(s) or Creative(s) we reasonably believe may have been affected. Publisher is responsible for supplying all appropriate content to accompany Creatives for legal compliance purposes, such as unsubscribe options from Publisher’s emails or text messages, disclosure of the commercial nature of communications, and any other necessary or appropriate disclosures. Any rights not expressly granted to Publisher are reserved to Interactive Offers and its Advertisers. Without limiting the foregoing, Publisher does not acquire any ownership rights to the Interactive Offers Network, Campaigns, Creatives and/or Site. The availability of the Interactive Offers Network, Campaigns, Creatives and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Interactive Offers reserves any rights not explicitly granted in this Agreement.

5. Tracking of Campaign Results.

Campaign data compiled by Interactive Offers including, but not limited to, numbers and calculations regarding clicks, leads or other actions, and all associated Fees (“Campaign Data”), will be calculated by Interactive Offers using its own proprietary technology. All determinations by Interactive Offers are final and binding. Any questions or disputes regarding any Campaign Data must be submitted in writing within seven (7) days of initial appearance in the tracking system; otherwise the Campaign Data will be deemed to be accurate and accepted by you.

6. Limited Services Provided.

The services provided by Interactive Offers to Publisher (“Services”) are limited to making Creative for Campaigns available to Publishers via the Interactive Offers Network in accordance with the terms of this Agreement. Any allowance of any Creative to appear on or in any Publisher Website(s), Publisher Emails, or other Publisher communications, does not constitute approval of any materials or services offered by Publisher. Without limiting the foregoing, Interactive Offers is not responsible in any way for any Publisher Website(s), Emails, or any other products or services offered by any Publisher (or any Advertiser).

7. Publisher Guidelines.

Any policies, specifications, recommendations, guidelines, or other statements from us with respect to any websites, email distribution lists and/or marketing channels used by you, including but not limited to Publisher Websites or Publisher Emails, should not be construed as legal advice, or as sufficient guidelines to ensure that any material you publish or distribute will comply with applicable laws or regulations. Without limiting the foregoing, Interactive Offers does not represent or warrant that any such policies, specifications and/or recommendations are legally compliant or appropriate. Interactive Offers assumes no obligation and hereby disclaims any liability for Your use of and/or reliance upon any such policies, specifications and/or recommendations. You should consult with Your legal counsel and/or other professional advisors before acting on any policies, specifications and/or recommendations furnished by Interactive Offers.

Unless otherwise specified in the applicable Campaign Terms or by Interactive Offers, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Creatives shall be made by Publisher. Notwithstanding the foregoing, Publisher must comply, immediately, with any and all requests by Interactive Offers to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creatives.

8. Campaign/Creative Expiration.

You are responsible for monitoring the timing of your publications and email or other distributions in relation to the duration of any Campaign(s). Without limiting the foregoing, you agree not to run deactivated Creatives after an Advertiser has posted new Creatives to run in lieu of such deactivated Creatives for the applicable Campaign. PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF CREATIVES THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE PUBLISHER’S SOLE RESPONSIBILITY TO CHANGE CREATIVES WITHIN ITS MEDIA WHEN A CREATIVE IS NO LONGER AVAILABLE IN THE INTERACTIVE OFFERS NETWORK. INTERACTIVE OFFERS ASSUMES NO RESPONSIBILITY TO NOTIFY PUBLISHER WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE IN THE INTERACTIVE OFFERS NETWORK.

9. Co-Registration Campaigns.

These are Campaigns where Fees are based not on clicks or other similar actions that a person takes when interacting with Creative you have published or distributed, but rather where the person voluntarily provides his/her email address, phone number, name, or other contact information to opt-in to receive information directly from the applicable Advertiser. In such cases, (a) you earn the Fee the Advertiser has offered for each such action, subject to the terms of this Agreement, and (b) the Advertiser then has the right to communicate directly with the person pursuant to the consent the Advertiser has obtained.

10. Publisher Conditions for E-mail or Text-Message Campaigns.

For any Campaign involving distribution of Creative via emails, or text messaging, Publisher is solely responsible for possessing all necessary consent required for transmission of Publisher’s communications containing the Creative for the Campaign. Without limiting the foregoing, Publisher represents and warrants that it will comply with the CAN-SPAM Act (15 U.S.C. § 7701, et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.), and any other similar laws or regulations which may apply to Publisher’s distribution of its communications, including but not limited to making all required disclosures and implementing all required unsubscribe options relative to Publishers emails, text messages and other communications, all of which is solely Publisher’s obligation. Without limiting the foregoing, in the event Publisher plans to distribute any Campaign-related communications to persons outside the United States, Publisher further acknowledges and agrees that Publisher is solely responsible to comply with all applicable laws and regulations in all non-U.S. jurisdictions relating to such communications, some of which laws and regulations may imposed different and/or stricter requirements than in the U.S. Publisher accepts full responsibility for compliance with all such laws and regulations and agrees to indemnify and hold Interactive Offers and any Advertisers harmless in the event of any non-compliance.

11. Payment.

The following procedures apply to payments to you of any Fees relating to Creative you post or distribute as part of any Campaign:

Fees are payable to you within 15 days after the end of the calendar month in which such Fees were earned. Fees are calculated based on the amount listed on the Site as being available to Publisher per click, lead, or other Fee-generating action multiplied by the number of qualifying actions.

Fees will be paid only out of funds actually collected by Interactive Offers from the applicable Advertiser(s) for the applicable Campaigns. Interactive Offers further reserves the right to allocate funds among Publisher’s on a reasonable basis, as determined by Interactive Offers, in the event of underpayment by an Advertiser relating to any Campaign. Interactive Offers shall have no payment obligation where the Advertiser has not remitted sufficient payments to cover the Fees otherwise due and owing Publisher. Instead, Publisher shall have the right to pursue any and all legal remedies directly against any Advertiser that has not made funds available to pay sums due and owing to Publisher for Fees earned in connection with a particular Campaign. All Publisher Fees/accounts will be paid in US dollars, and are exclusive of any applicable taxes. Publisher shall be responsible for all applicable taxes. No Fee payments will be issued for any amounts otherwise due Publisher that total less than One Hundred Dollars ($100) (“Payment Threshold”); provided that, in the event of termination of this Agreement or your participation as a Publisher in the Interactive Offers Network, all undisputed Fees owed to you which we have been able to collect from the applicable Advertiser(s) will be paid regardless whether below the Payment Threshold. Such payment shall be made by the end of the calendar month following Termination of this Agreement or your withdrawal from the Network. Every Publisher account must have a unique, valid taxpayer identification number (TIN), valid Social Security Number or other applicable unique government identification. An Advertiser may request that Interactive Offers, or Interactive Offers may on its own initiative, debit from the Fees otherwise due and owing Publisher an amount equal to a Fee previously credited to Publisher’s account where an audit, fraud investigation or other inquiry results in a determination that any clicks previously credited were not in accordance with the terms of this Agreement or otherwise entitled to earn Fees. In addition, in the case of CPL or other non-click-based programs, Fees may be reversed if any of the following apply: (i) a return or cancellation has been made with respect to a purchase of applicable product and/or service; (ii) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order; (iii) there are activities that do not comply fully with the terms of this Agreement, regardless if Publisher was responsible for such activities or not; (iv) there is non-receipt of payment from, or refund of payment to, the customer that entered into a Fee-generating transaction of any type; or (v) Publisher fails to comply with this Agreement and/or the terms of the applicable Campaign(s) (collectively, “Chargebacks”). Chargebacks requested by an Advertiser may be applied up to sixty (60) days after the end of the month in which the applicable Fee was earned (“Chargeback Period”). An Advertiser may request that the payment of a Fee be postponed for one (1) payment cycle where: (i) Advertiser is verifying a lead (for Campaigns in which lead generation is the trigger for earning a Fee); (ii) Advertiser has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; or (iii) the terms of the applicable Campaign allow for such a postponement. The calculation of credits, payments and Chargebacks by Interactive Offers shall be final and binding on Publisher.

Payments will be based on information from the Interactive Offers databased concerning clicks, leads or other Fee-generating actions. In addition to the information on your dashboard, we will make periodic reports available to you with information about the number of clicks or other relevant actions received during each Campaign you have selected to participate in via your account/dashboard. Monthly reports may differ from the daily reports or real-time information on your dashboard. The final monthly reports will provide the conclusive basis for our calculation of amounts owed to you with respect to any Campaign(s).

12. Fraud.

Interactive Offers actively monitors the Interactive Offers Network, and all activity related to any Campaigns, for potential fraud. If Interactive Offers suspects that your account has been used in a fraudulent or inappropriate manner, we may deactivate it immediately with or without notice to you pending further investigation. Any attempt to generate fees through fraudulent activities, including but not limited to use of click-bots or other automated or inappropriate means to generate Fees, as determined solely by Interactive Offers, will result in forfeit all Fees related to the affected Campaign(s) and immediate termination of your account. Our determinations whether fraudulent or inappropriate activity has occurred are final and binding. If you wish to dispute any such determination, you must do so within seven (7) days after our notification to you of our initial finding. In any such dispute, you bear the burden to prove conclusively, to our reasonable satisfaction, that no fraud in fact has occurred. All such proof must be submitted within seven (7) days after your notification to us of your dispute. Absent such proof, our decision will remain unchanged and your account may be terminated and all payments will be canceled in relation to any affected Campaign(s). In connection with fraud investigation, Publisher also will maintain and provide to Interactive Offers, upon request, records of the dates when Creatives are publicly used. Failure to comply when requested may result in disciplinary action, including but not limited to Campaign denial, account termination, and the forfeit of all Fees for any affected Campaign(s).

13. Term/Termination.

This Agreement shall commence upon your creation of an account as a Publisher on the Site, and will in effect until terminated by either you or us upon notice to the other. In addition, we may terminate any Campaign(s), remove any Creative(s), or terminate your access to the Site or Service at any time for any reason, upon notice to you. Interactive Offers also reserves the right to terminate Your access to the Site at any time with or without notice to You. Termination notice may be provided via e-mail and will be effective immediately. Upon termination, you will immediately remove any Creative(s) from any emails, websites or other publications under your control. The representations, warranties and obligations contained within this Agreement shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled. 14. Publisher Representations and Warranties.

Publisher acknowledges and agrees that Publisher is solely responsible for the method(s) by which Publisher disseminates any Creatives. Without limiting the foregoing or any other provisions of this Agreement relating to conditions for email-based Campaigns, Publisher represents and warrants as follows:


(a) Publisher will comply with all applicable laws and regulation relating to sending of any Publisher Emails, text messages or other Campaign-related communications, including but not limited to the CAN-SPAM Act (15 USC 7701, et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.) and any other analogous law directed at limiting the sending or receipt of unwanted electronic communications. Without limiting the foregoing, Publisher also will comply with any and all (i) industry-specific laws relating to the subject of matter of Publisher’s regular content, such as laws regulating the financial and investment industries, etc., and (ii) foreign laws and regulations if Publisher elects to distribute any emails, text messages, or other Campaign-related communications to persons located outside the United States.

(b) Any websites you publish with any Creative(s) will (i) contain distinct and legitimate content, substance and material, not simply a list of third-party links or advertisements; (ii) be associated with a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable); (iii) not incentivize users to click on Creatives via offers of rewards of any type, including but not limited to cash, points, prizes, and/or contest or sweepstake entries; (iv) be fully functional (no "under construction" websites, for example are acceptable); (v) comply with all applicable laws, regulations, and industry guidelines; and (vi) not violate the rights of any third parties.

(c) Any website(s) you use to publish any Creative(s) will comply with all applicable laws, regulations, and industry guidelines regarding handling of personal data, including but not limited to inclusion of a privacy policy, disclosed clearly and conspicuously on the website, addressing all issues required by applicable laws and industry guidelines. (d) Publisher will make all necessary and appropriate disclosures to identify Creatives as “sponsored content” or “advertisements” or such other terms as may be appropriate to distinguish the Creative(s) reasonably from editorial content and to comply with any applicable laws or regulations. In connection therewith, Publisher hereby confirms that it is familiar with the guidelines from the Federal Trade Commission (FTC) relating to testimonial and endorsement advertising, as well as “native advertising,” and will comply with such FTC guidelines, which are available at these links: https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses
https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking (e) Other than the Creatives as delivered to you via the Site, you will not employ any images, graphics, links, co-registration paths, pop-ups, pop-unders, copy, or processes for generating clicks, leads or other actions in connection with the Campaigns.

(f) You will not, nor knowingly permit any person to, activate Creatives or inflate the number of clicks, leads or other actions to generate Fees through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, Campaign, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing any Fee-generating activity.

(g) You will not allow Creatives to be placed on any non-Publisher website(s) or email(s) without the prior express written consent of Interactive Offers.

(h) You will not use any Creatives or any other Campaign terms and/or content in connection with aggregating, soliciting or recruiting other Publishers, Advertisers, other websites or other persons to form or join any marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Interactive Offers. Without limiting the foregoing, you will not knowingly seek to circumvent our relationships with Advertisers or other Publishers, or otherwise seek to obtain, directly or indirectly, Creatives from any of our Advertisers that are known, or should reasonably be known, by you to have a relationship with Interactive Offers (other than carrying of content offered by other online services similar to ours which any of Advertisers may use). Nor will you attempt to use reverse engineering or tracing of online traffic as a means to solicit and/or identify our Advertisers.

(i) You will not use any Creative(s) to direct traffic to any location other than the one intended by the Advertiser furnishing such Creative(s).

(j) Any websites, emails or other content you publish or distribute with any Creative(s) will not contain any of the following: (i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation; (ii) Investment, money-making opportunities or advice not permitted under law; (iii) violence or profanity; (iv) pornographic, obscene, sexually explicit or related content; (v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others; (vi) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person; (vii) material that impersonates any person or entity; (viii) any indication that any statements you make are endorsed by Interactive Offers and/or an Advertiser, without Interactive Offers’s and/or Advertiser’s specific prior written consent; (ix) promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, etc.); (x); content which is inappropriate or harmful to children; (xi) promotion of terrorism or terrorist-related activities, sedition or similar activities; (xii) software pirating (e.g., warez, hotline); (xiii) hacking or phreaking; (xiv) any material that contains software viruses or any other computer code, files or Campaigns designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, Campaigns designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, Campaigns designed to initiate “denial of service” attacks, mail bomb Campaigns and Campaigns designed to gain unauthorized access to networks on the Internet; (xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic; (xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy; (xix) illegal gambling, contests, lotteries, raffles, or sweepstakes; (xx) any material that violates CAN-SPAM, TCPA, or other similar legislation intended to avoid the sending of unwanted commercial electronic communications; or (xxi) any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, or the laws of any other jurisdiction where you may operate).

(k) Publisher will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or that imposes an unreasonable or disproportionately large load on the Interactive Offers infrastructure. (l) Publisher will include in all Campaign-related emails, text messages, or other outbound communications all appropriate content for legal compliance purposes, including but not limited to unsubscribe options from Publisher’s emails or text messages, disclosure of the commercial nature of Publisher’s communications, and any other necessary or appropriate disclosures.

15. Consumer Data; Non-Disclosure.

Any and all information submitted by end-user consumers (“Consumer Data”) to any Advertiser in response to any Creative(s) or Campaign shall be considered proprietary to and owned by Interactive Offers and/or its Advertisers. As between Publisher and Interactive Offers, such Customer Data is Confidential Information (as that term is defined below) of Interactive Offers and may not be utilized or otherwise disclosed by you for any purpose other than performance of this Agreement. In addition, you acknowledge that all non-public information, data and reports made available by Interactive Offers hereunder or otherwise as part of any Service it provides is proprietary to and owned by Interactive Offers. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Interactive Offers in any manner. These non-disclosure obligations shall survive termination or expiration of this Agreement.

16. Confidentiality.

Any confidential information and/or proprietary data provided by one party ("Discloser") to the other party ("Recipient"), including but not limited to Customer Data, shall be deemed "Confidential Information" of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know same and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under this Agreement. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information that: (a) was previously known to the Recipient; (b) was or becomes generally available to the public through no fault of the Recipient; (c) was rightfully in Recipient‘s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by Discloser; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser. Notwithstanding the foregoing, either party may disclose, upon written notice to the other party, Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

17. Mutual Representations and Warranties.

EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT: (A) IT HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO GRANT THE LICENSES GRANTED HEREUNDER AND TO PERFORM THE ACTS REQUIRED OF IT HEREUNDER; (B) PERFORMANCE UNDER THIS AGREEMENT WILL NOT VIOLATE ANY AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; AND (C) THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF EACH PARTY, ENFORCEABLE AGAINST EACH PARTY IN ACCORDANCE WITH ITS TERMS.

18. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL INTERACTIVE OFFERS BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, A CAMPAIGN, ADVERTISERS’ UNDERLYING PRODUCTS AND/OR SERVICES, OR YOUR DISPLAY OF ANY CREATIVES ON OR THROUGH YOUR PUBLISHER WEBSITE AND/OR PUBLISHER E-MAILS INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF INTERACTIVE OFFERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SITE, CREATIVES, CAMPAIGNS, ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, CREATIVES, CAMPAIGNS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. INTERACTIVE OFFERS HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE SITE, CREATIVES, CAMPAIGNS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS OR SERVICES AND INTERACTIVE OFFERS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE CAMPAIGNS WILL BE AVAILABLE TO PUBLISHER. WITHOUT LIMITING THE FOREGOING, INTERACTIVE OFFERS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, CREATIVES AND/OR CAMPAIGNS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM INTERACTIVE OFFERS AND/OR ANY ADVERTISER BY AND THROUGH THE SITE, CREATIVES AND/OR CAMPAIGNS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. INTERACTIVE OFFERS’ MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH ANY CLAIMS RELATING IN ANY WAY TO THE SITE, THE SERVICE, OR ANY CAMPAIGN(S), REGARDLESS OF THE LEGAL THEORY FOR SUCH CLAIM, SHALL BE THE GREATER OF $500 OR THE AMOUNT OF THE FEES DUE FROM INTERACTIVE OFFERS IN CONNECTION WITH THE CAMPAIGN(S) GIVING RISE TO THE CAUSE OF ACTION. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST INTERACTIVE OFFERS MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HERE IN ABOVE ARE FAIR AND REASONABLE, THAT THEY FORM AN ESSENTIAL PART OF THIS AGREEMENT, AND THAT ABSENT SUCH LIMITATIONS INTERACTIVE OFFERS WOULD NOT BE WILLING TO ENTER INTO THIS AGREEMENT OR OFFER THE SITE OR SERVICES.

19. Indemnification.

Publisher shall indemnify, defend and hold Interactive Offers, its Advertisers and each of their respective parents, subsidiaries, and affiliates, and their respective directors, officers, employees and agents harmless from and against any and all third-party claims, and all resulting damages, liabilities, costs and expenses (including reasonable attorneys' fees) (collectively “Losses”) arising out of or related to your: (a) breach of any term of this Agreement; (b) improper use of the Site or any Creative or Campaign-related material; (c) website(s), or emails, text messages, or marketing practices; (c) violation of any laws, regulation, or industry guidelines; (d) goods or services or those offered by third parties through your websites or emails or other communication channels; or (e) any claim that Interactive Offers is obligated to pay any sales, use, or other similar taxes in connection with any payment made to you hereunder. Interactive Offers agrees to defend, indemnify and hold harmless Publisher and its parents, subsidiaries, affiliates, and their respective directors, officers, employees and agents, from and against any and all Losses relating to or arising out of (a) Interactive Offers‘ breach of this Agreement; or (b) actual infringement of intellectual property rights resulting from your display of the actual Creatives, in unaltered form, as provided in connection with any Campaign. If any action is brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party may participate in the defense, at its own expense, after the indemnifying party assumes the control thereof. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.

20. Independent Contractors.

Each party is an independent contractor and not a partner, joint venturer or employee of the other. Neither party shall have the right to bind the other or to incur any obligation on the other‘s behalf.

21. Disputed Fees.

Publisher shall submit any and all claims and disputes relating to clicks, leads or other actions generating Fees hereunder to Interactive Offers within seven (7) days after such clicks, leads or other actions are initially reported to Publisher. Any such notice from Publisher must be in writing to support @interactiveoffers.com. Time is of the essence for such notification. Claims and disputes not timely submitted to Interactive Offers, in accordance with this provision, are waived and all charges are final. In any such dispute, you bear the burden to prove conclusively, to our reasonable satisfaction, that an error has occurred. All such proof must be submitted within seven (7) days after your notification to us of your dispute. Absent such proof, our decision will remain unchanged and your account may be terminated and all payments will be canceled in relation to any affected Campaign(s).

22. Governing Law/Arbitration.

This Agreement shall be construed and governed by the laws of the State of Florida, without giving effect to principles of conflicts of law. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting this Agreement, including its interpretation and validity, shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Association. Arbitration shall take place in Palm Beach County, Florida. At the request of Interactive Offers, arbitration proceedings will be conducted in secrecy. In such case all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by Interactive Offers or Publisher and by their respective attorneys and their respective experts who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Interactive Offers shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection to, arising out of, or under this Agreement. Nothing contained in this Agreement shall be construed to limit any legal remedies available to Interactive Offers. To the extent permitted by law, you agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Interactive Offers and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys' fees and court costs that Interactive Offers incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing You from bringing, joining or participating in class action lawsuits is an independent agreement. In the event of any litigation not subject to the arbitration agreement above, such litigation shall be resolved exclusively in the federal and state courts in Palm Beach County, Florida, and Publisher and Interactive Offers both hereby consent to the jurisdiction of said courts and hereby waive, and agree not to assert in any such suit, action or proceeding, any claim of lack of personal jurisdiction or that such proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

23. Complete Agreement.

This Agreement, together with the Terms of Use of the Site, and any Campaign instructions furnished by an Advertiser via its account/dashboard on the Site, are the entire agreement of the parties relating to use of the Site and Services. No amendment is binding unless in writing signed by both parties; provided that Interactive Offers may amend this Agreement at any time upon thirty (30) days’ prior written notice to Publisher; if Publisher objects to such amendment, Publisher must notify Interactive Offers within said 30-day notice period, in which case this Agreement will remain unchanged but will terminate upon the expiration of any then-current Campaigns being carried by Publisher. If no objection is received by Interactive Offers within the notice period, then the amended Agreement shall become binding on both parties as of the end of the 30-day notice period. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. To the extent that anything in or associated with the Interactive Offers Network or any Campaign terms are in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

24. Non-Waiver.

The failure of Interactive Offers to exercise any rights granted hereunder will not operate as a waiver of those rights.

25. Non-Assignment.

Advertiser may not assign or delegate any rights or obligations under this Agreement without the prior written consent of Interactive Offers. Any unauthorized assignment is null and void. The parties‘ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, joint administrators and permitted assigns.

26. Force Majeure.

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party. Publisher understands and agrees that on occasion the Site and/or the Interactive Offers Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Interactive Offers or which are not reasonably foreseeable by Interactive Offers including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.

Interactive Offers will attempt to provide the Service on a continuous basis. However, Publisher acknowledges and agrees that Interactive Offers does not guaranty availability of the Service and Interactive Offers Network on a continuous or uninterrupted basis, and that any failure to deliver because of technical difficulties does not represent a failure to meet the obligations under this Agreement.

27. Notices.

All notices shall be sent via email to the recipient using the contact information shown in Publisher’s account (for Publisher) or to Interactive Offers at support@interactiveoffers.com

Last Updated Friday June 5th, 2020