OfferAxis | Publisher Terms

Terms and Conditions

The following are the terms and conditions governing your (hereinafter "Publisher") relationship with offeraxis.com (hereinafter "OfferAxis") and the use of any website associated with OfferAxis' services (hereinafter "Site"). Publisher agrees to use the Site and any additional services offered by OfferAxis only in accordance with these Terms and Conditions. OfferAxis reserves the right to make changes to the Site and these Terms and Conditions at any time. Publisher'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 Publisher's registration with OfferAxis shall constitute Publisher's consent to such modification.

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

1.1. Minimum Eligibility Requirements.
To be eligible to become an Publisher, all websites, Publisherd websites, and email distribution lists (collectively the "Media") must meet the following criteria, at a minimum. All Publishers that wish to send advertisements via email must have the consent of the consumer to send such email, and each Publisher 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 OfferAxis within one business day of request thereof, unless otherwise approved in writing by OfferAxis.
Publishers 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. Publisher websites must be fully functional at all levels, with no "under construction" sites or sections. Publisher'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 OfferAxis may determine from time to time at its sole discretion.

1.2. Publisher Website Content.
The content of Publisher's Media shall be subject to OfferAxis' 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 Publisher networks

2. Use of the Site.

2.1. The Site allows OfferAxis to post offers of advertising programs sponsored by OfferAxis or its Publishers on the system ("Program(s)"). The Programs will specify the amount and terms under which the Publisher 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 Publisher accepts a Program, the Publisher 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 Publisher's Media. Publisher 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 OfferAxis, result in the termination of the Publisher. OfferAxis may terminate a Program at any time, at OfferAxis' sole discretion. OfferAxis shall take reasonable efforts, including but not limited to email communications, to notify Publisher of such termination. OfferAxis 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 OfferAxis or Publisher receives a complaint from any recipient of a Program transmitted by Publisher, upon our request, Publisher will immediately provide OfferAxis with appropriate records verifying that recipient's consent to receive email transmissions from Publisher. Such records include, but may not necessarily be limited to, the Internet address of the Publisher's opt-in/opt-out website, the date of the recipient's action, and the Publisher's privacy policy.

2.2(b). Publisher 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. Publisher 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. Publisher may only use approved Specified Advertising Materials, including subject lines available provided by OfferAxis or subject lines for which Publisher has documented approval from OfferAxis.

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 Publisher 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 Publisher 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. Publishers must have full opt-in data for all recipients in its database.

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

3.1. All Publishers will be monitored by OfferAxis (or a third party retained by OfferAxis 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 OfferAxis.

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

4. License.
OfferAxis grants Publisher 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 Publisher also maintains its own network of Publishers, such an Publisher may not provide the Program to its Publishers without the prior written consent of OfferAxis. Under such conditions, the Publisher will require its Publishers to agree to and comply with these Terms and Conditions if an Publisher fails to adhere to the foregoing requirements and any other remedies available to OfferAxis. In that case, the Publisher shall forfeit its rights to any amounts owed by OfferAxis to the Publisher. Publisher acknowledges and agrees that Publisher 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). Publisher may only access the Site via web browser, email, or in a manner approved by OfferAxis. Publisher 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 OfferAxis that allows OfferAxis to measure ad performance and provide its service. In addition, Publisher acknowledges that all non-public information, data, and reports received from OfferAxis hereunder or as part of the services hereunder are proprietary to and owned by OfferAxis. If instructed to do so by OfferAxis and/or if Publisher shall be terminated by OfferAxis, Publisher will immediately destroy and discontinue the use of any OfferAxis data, including Site Data, and any other material owned by OfferAxis or the Advertisers.

5. Non-Solicitation.
Publisher agrees that Publisher will not approach or attempt to engage in a contract with any of OfferAxis' 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.OfferAxis will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as an OfferAxis Client to aid Publisher in its efforts to comply with the non-solicitation provisions of this Agreement. Because OfferAxis will be irreparably harmed by Publisher'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. Publisher agrees that OfferAxis shall be entitled to injunctive relief precluding Publisher 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 Publisher.

6. Participation in our Program.
OfferAxis shall provide the Publisher with material to create a website for the purpose of search engine optimization, or the Publisher 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 OfferAxis' review and approval. If the Publisher already has its own website, the Publisher's website will be subject to OfferAxis' review and approval. Approval shall be written or by electronic submission. All Program-related websites will contain links ("Links") provided by OfferAxis directing traffic to product sales web pages served by OfferAxis or an OfferAxis Group Client. Publisher's selection of entities to be included on any such website is also subject to OfferAxis' review and approval, which shall not be unreasonably withheld. Should any of OfferAxis' 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 OfferAxis. Publisher 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 Publisher's account. OfferAxis shall determine compliance at its sole discretion.

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

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

7. Deception or Fraud.
OfferAxis actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by OfferAxis' sole discretion, the Publisher's account will be made inactive pending further investigation. Publisher 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 OfferAxis;
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 Publisher 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 OfferAxis or use of sites in co-registration campaigns that Advertiser has not approved), as determined solely by OfferAxis, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to OfferAxis, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, if the Publisher has already received payment for fraudulent activities, OfferAxis reserves the right to seek credit or remedy from future earnings or to demand reimbursement from the Publisher.

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

OfferAxis will not pay for any Events that occur before a Program is initiated or after a Program terminates. Invoices submitted to OfferAxis and payments made to Publisher shall be based on the Events as reported by OfferAxis. OfferAxis will not be responsible for compensating Publisher for Events not recorded due to Publisher's error. OfferAxis will require an Publisher 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 OfferAxis. The only forms of payouts we offer are wire transfers or PayPal. Please do not request other forms of payment. We will not pay Publishers who decline over 80%.

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

9.1. Approval of Publisher's Site(s).
No Campaign may go live until OfferAxis and, if necessary, the applicable Advertiser has approved, in writing, (a) all sites to be used by the Publisher 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. Publisher's Privacy Policy.
Publisher represents and warrants that Publisher'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"). OfferAxis may detect and track all Invalid Leads determined in real-time. OfferAxis shall only pay for leads deemed valid by this system. At the sole discretion of OfferAxis, 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 Publisher'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 OfferAxis Account Executive and/or going live with a co-registration offer before written approval of a creative and data transfer by an OfferAxis Account Executive.

9.4. Use of Leads.
Publisher hereby acknowledges that the Leads collection is being done solely for the benefit of OfferAxis or its Advertiser. Therefore, other than providing the Leads to OfferAxis for delivery to the Advertisers, the Publisher 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 OfferAxis or its Advertisers.

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

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.
OfferAxis 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 Publisher. Upon removal of any advertisements, the Publisher shall terminate the Program and immediately cease emailing and any traffic involved with the removed advertisement(s). OfferAxis also reserves the right to terminate the Publisher'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 Publisher must immediately cease all advertising activities. All money then due to Publisher 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 OfferAxis 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. Publisher Representations.
Publisher represents and warrants as follows: Publisher'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"); Publisher'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; Publisher's database consists of only permission based opted-in email addresses; and Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Publisher's Media. Publisher is compliant with all terms and conditions as set forth herein.

12.3. Publisher Covenants.
Publisher 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 OfferAxis; 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 Publisher and for 180 days thereafter, participate in any performance-based advertising relationship with any Advertiser within OfferAxis' network unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of OfferAxis. In this connection, both parties agree and acknowledge that if Publisher violates its obligations hereunder, OfferAxis 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 Publisher.; and Publisher 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 OfferAxis may request. Failure to provide such information may result in termination or suspension of the Publisher and/or the deactivation of all links in any Programs downloaded by the Publisher.
Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of OfferAxis, result in the immediate suspension or termination of OfferAxis' relationship with Publisher, and Publisher shall forfeit all rights to any compensation theretofore owed to it by OfferAxis. The foregoing rights shall be in addition to any other remedies available to OfferAxis. Publisher acknowledges and agrees that OfferAxis shall not be responsible for the Advertisers' violation of any applicable laws or regulations, including, without limitation, the CAN-SPAM Act.

13. Privacy Policy.
Publisher 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 Publisher by an end-user customer pursuant to a Program is proprietary information of OfferAxis, its Publishers, and/or the Advertisers. Such customer information is confidential and may not be disclosed by the Publisher. Publisher agrees not to reproduce, disseminate, sell, distribute, or commercially exploit any such proprietary information in any manner. Publisher shall maintain such data in a secure manner, consistent with industry standards. All information provided to the Publisher hereunder shall be kept strictly confidential.

15. Limitation of Liability; Disclaimer of Warranty.
Unless otherwise provided in this Agreement, in no event shall OfferAxis or any Publisher 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, OfferAxis 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 PublisherS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. OFFERAXIS 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.

OfferAxis 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. OfferAxis has no liability to Publisher for unapproved materials, including all copies, images, URL names, and search terms used by Publisher to promote the client partner. OfferAxis does not represent any other website that Publisher may access through the service. When the Publisher accesses a website that is not associated with and independent from OfferAxis, the Publisher acknowledges that OfferAxis has no control over the content of that website. Furthermore, a link to a non-OfferAxis website does not mean that OfferAxis endorses or accepts any responsibility for the content or the use of such website. It is the Publisher'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.
Publisher will defend, indemnify, and hold harmless OfferAxis, the Advertisers, and their Publishers, 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. OfferAxis 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. Publisher acknowledges that the Advertisers are intended third-party beneficiaries of the foregoing indemnification obligation.

16.2. Notification of Legal Action.
Publisher will immediately notify OfferAxis 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.
Publisher may not assign any of its rights hereunder without the prior written consent of OfferAxis, 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 OfferAxis acts as an independent contractor in performing the Services and that the relationship between OfferAxis and Publisher shall not constitute a partnership, joint venture, or agency. Neither OfferAxis nor any of OfferAxis' employees or agents (collectively referred to herein as the "Employees") (i) is an employee, agent, or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher.

18.7. No Publicity.
Publisher may not make any mention of OfferAxis or any OfferAxis client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing OfferAxis or any of its clients in your customer lists, without the written consent of OfferAxis, 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) Publisher at the address provided in the registration, and (b) offeraxis.com.