Terms and Conditions of Use

We offer an opportunity for owners/operators of Internet Web sites to direct traffic to its Site(s) and earn a commission each time a visitor joins a participating Site or Sites.

We reserve the right to alter or modify the Terms and Conditions of the program at any time without prior notice to Participants. It is your responsibility to refer to this document from time to time so that you may be informed of any changes to this Agreement.

The terms and conditions of this Agreement are as follows:

1.1 The method by which visitors shall be directed to our Internet Sites is known as an Internet "hypertext transfer" link. We shall designate and design the appearance and syntax of the hypertext transfer links (also called "banners"), which will appear at your site.

1.2 Upon sign-up you will receive an e-mail confirmation of your participation. This communication will allow you to retrieve the URL to which you will link from the banner(s) appearing at your site. You must use the URL provided to you in order to receive credit to your account. "Blind links," or any other falsification of banner hits shall be cause for denial of payment and immediate termination and may result in legal action at our option. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.

Unsuitable sites include those that:

· promote violence
· promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
· promote illegal activities
· variations or misspellings thereof in domain names that violate intellectual property rights

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

1.3 Upon sign-up you will be asked to enter a User Name and given a Password. Please remember it, as you will need it in order to access your Account Statistics.

Account statistics will be updated periodically.

1.4 Commissions shall be paid on a monthly basis, except that commissions must reach a minimum of one hundred dollars ($100.00) before a payment will be issued. All payments will be made by check in U.S. dollars, one week after the reporting period. All commissions will be calculated per site per period.

Commission:

Up to $5.25 per qualified guest

View Payout Chart

or

$40 for initial paying signup

After reviewing monthly affiliate statistics, we will automatically convert affiliates that do not meet the ratios defined on the above graph. For example, after reviewing affiliate statistics, we may convert affiliates that do not meet the 28-1 (qualified guest to sign up ratio) to an initial signup payout without notification. If you do not agree with our decision to change the schedule, your affiliate membership can be terminated as provided in these terms

Webmaster Referral Program:

We offer webmasters the opportunity to earn commissions from referred webmasters' consumer join counts. We will credit the parent webmaster's account a 5 percent commission for each join a referred webmaster gains to our sites. The referral commission shall only be valid for affiliates that send traffic to the first page of a our site through a valid linking code.

2.1 You are required to enter a Federal Tax ID or Social Security Number on the registration form. We will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to which we issue combined yearly payments of $600.00 or more.

3.1 We grant to the person or entity, who is the owner/operator of an Internet site (hereinafter "site Operator") the non-exclusive right to direct (refer) users or visitors to their Web site to our Web Site(s).

3.2 We grant to site Operator a limited, non-exclusive, non-transferable license, during the term of this Agreement, to use graphics, including banners, and other intellectual properties (hereinafter "marks") owned by us for the sole purpose of marketing, advertising and promoting our' Site(s). The site Operator may not alter or modify the link or banner, or any other marks, in any way, without the prior written permission.

The license herein granted shall automatically and immediately cease upon the termination of this Agreement.

3.3 The rights granted herein shall be for reasonable, appropriate and lawful use only. We neither encourage nor condone the misappropriation of celebrity names or images or other trade or service marks for commercial purposes and shall not be responsible for such conduct by the site Operator. In addition, we specifically forbids the practice of "spamming" (the sending of unsolicited bulk e-mail) as a means of attracting traffic to Site(s), along with 'password,' 'warez' sites, or any other type of promotion misrepresentation.

Any site Operator found to be spamming or infringing upon the rights of another person or entity will be dropped without payment from the program.


** ATTENTION **

The CAN-SPAM Act and the Adult Labeling Rule both prohibit any person from initiating the transmission, to a protected computer, of any commercial e-mail message that includes sexually oriented material and fails to include the phrase "SEXUALLY EXPLICIT"; as the first 19 characters at the beginning of the subject line. 15 U.S.C. 7704(d)(1)(A);16 C.F.R. 316.1(a)(1)

The CAN-SPAM Act and the Adult Labelling Rule also require that any message that includes sexually oriented material place only the following information within the content of the message that is initially viewable by the recipient, when the message is opened by the recipient and absent any further action by the recipient ('initially viewable content'):

A. the phrase "SEXUALLY-EXPLICIT:" in a clear and conspicuous manner, 15 U.S.C. 7704(d)(1)(B)(I); 16 C.F.R. 316.1(a)(2)(i);

B. clear and conspicuous notice that the message is an advertisement or solicitation, 15 U.S.C. 7704(d)(1)(B)(ii); 16 C.F.R. 316.1(a)(2)(ii);

C. clear and conspicuous notice of the opportunity of a recipient to decline to receive further commercial email messages from the sender, 15 U.S.C. 7704(d)(1)(B)(ii); 16 C.F.R. 316.1(a)(2)(iii);

D. a functioning return email address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the message, a reply email message or other form of Internet-based communication requesting not to receive future commercial email messages from the sender at the emil address where the message was received; and that remains capable or receiving such messages or communications for no less that 30 days after the transmission of the original message. 15 U.S.C. 7704(d)(1)(B)(ii); 16 C.F.R. 316.1(a)(2)(iv);

E. clear and conspicuous display of a valid physical postal address of the sender, 15 U.S.C. 7704(d)(1)(B)(ii); 16 C.F.R. 316.1(a)(2)(v);

F. any needed instructions on how to access, or activate a mechanism to access, the sexually oriented material, preceded by a clear and conspicuous statement that to avoid viewing sexually oriented material, a recipient should delete thte email message without following such instructions, 15 U.S.C. 7704(d)(1)(B)(iii); 16 C.F.R. 316.1(a)(2)(vi);

The labeling and placement requirements on the CAN-SPAM Act and the Adult Labeling Rule do not apply if the recipient has given prior affirmative consent to the receipt of the message. 15 U.S.C. 7704(d)(2); 16 C.F.R. 316.1(b);

* FTC's definition of "AFFIRMATIVE CONSENT." Affirmative consent to a receipt of a commercial email message means that (a) the recipient expressly consented to receive the message, either in response to a clear and conspicuous request for such consent, or at the recipient's own initiative, and (b) if the message is from a party other than the party to which the recipient communicated such consent, the recipient was given clear and conspicuous notice at the time the consent was communicated that the recipient's electronic mail address could be transferred to such other party for the purpose of initiating commercial electronic messages. See 15 U.S.C 7702(1).

* FTC's definition of "PROTECT A COMPUTER." A computer whick is used in the interstate of foregin commerce or communitcation, including a computer located outside the United States that is used in a matter that affects interstate or foreign commerce or communications of the United States. See 15 U.S.C. 7702(13).

FTC's definition of "SEXUALLY ORIENTED MATERIAL" means any material that depicts sexually explicit conduct as that term is defined in 18 U.S.C. 2256, unless the depiction constitutes a small and insignificant part of the whole, the remainder of which is not primarily devoted to sexual matters.

5.1 You, as site Operator, warrant and represent that you own or operate a lawful, and otherwise valid Internet Web site. You further represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement. You shall indemnify us and our shareholders, officers, directors, employees and assigns against any loss, damage, liability (including reasonable legal fees) which result from the use of any material not expressly authorized by this Agreement.

6.1 We makes no warranties, either express or implied, with regard to the performance of the link or the content of our Site(s) and We expressly disclaim any warranties, including that of merchantability or fitness for a particular purpose. We shall not be held liable to the site Operator or any other person or entity, including users of our services, for any losses, injuries or damages of any kind, arising from or in connection with any mistakes, omissions, delays, errors, interruptions in the transmission or receipt of our services or content.

6.2 Nothing in this Agreement shall be construed as to create a partnership, agency or employment relationship between us.

7.1 We reserves the right to terminate affiliates from the program without advance notification for any reason or no reason. Delivery of notice via e-mail to your registered address shall be considered sufficient notice to you. In such case you will be notified by e-mail immediately and paid for all joins accumulated up to that period, except in cases where it is determined you have violated this agreement in any material way. By way of example, but not limitation, material breaches would include the use of blind links, hits coming from any type of Meta tag refreshers, hit generated by JavaScript or applets or password sites.

7.1.1 Your account will be terminated immediately and appropriate legal actions will be taken if you knowingly solicit business from minors.

7.2 Upon termination you shall be entitled to any unpaid commissions earned prior to the time of termination (subject to the limitations outlined in paragraph 1.4 of these Terms and Conditions), except in cases where it is determined you have violated this Agreement in any material way. By way of example, but not limitation, material breaches would include the use of "blind links," hits coming from any type of Meta tag refreshers, hits generated by JavaScript or applets or password sites. Please Note: We will not make a pay out unless your account balance exceeds fifty dollars ($50.00).

7.3 Upon termination of this Agreement you shall immediately cease using the our Site name, service marks and remove all Site banners from your site.

7.4 Any warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

8.1 By filling out and submitting the sign-up form, you are agreeing to be bound by the terms of this Agreement and we are agreeing to become counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to us.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SIGNING UP FOR THIS AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

October 1, 2004