ADULT CASH FLOW
WEBMASTER AFFILIATE PROGRAM AGREEMENT

This Agreement contains the complete terms and conditions that apply to your participation as a member of the Adult Cash Flow Affiliate Program (the “Program”) operated by Internet Marketing and Entertainment Group or IMEG (hereinafter, “Company,” “we” or “us). As used in this Agreement, “you” or “your” means the applicant/participating member.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY JOINING THE COMPANY PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

1. Enrollment in this Program.

To begin the enrollment process, you will submit a completed Program Application through our website http://www.adultcashflow.com/. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We will reject your application if we determine that you have provided inaccurate or incomplete signup information, determine that you are under 18 years of age (21 in some jurisdictions) or determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, “Content Restrictions”). Again, you must be at least eighteen (18) years of age (or older if legal age of majority is more than 18) to participate in this Program.

2. Utilizing Links on Your Site.

As an affiliate website of COMPANY (“Affiliate Site”), you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the “Links”), however, you cannot employ deceptive language or misleading URL’s in the Links, and you CANNOT MARKET BY SENDING UNSOLICITED BULK E-MAILS!!! (As used herein, UBE, or “Spam” refers to the transmission of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in program or sent absent a prior business relationship with the recipient). Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. (For further guidelines on this topic, please see Section 5, below.) Allowable promotional links may contain COMPANY’s trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

3. Commissions.

The Program comes in two forms of commission payout: (a) payout based on Per Sign-up and (b) payout based on Recurring Partnership sales.

(a) Per Sign-up:
We will pay you a commission equal to $35.00 per sign-up coming from your Links up to a maximum of 70 Sign-ups per pay period. Sign-ups in excess of 70 per pay period shall receive a commission of $40.00 per Sign-up over the 70 base.

(b) Recurring Partnership:
We will pay you a commision equal to 60% of every Sign-up and 60% of every rebill from your Links up to a maximum of 70 Sign-ups per pay period. Sign-ups in excess of 70 per period shall receive a 70% per Sign-up and 70% of every rebill.

The Commission Rate is subject to change from time to time. Note that a commission will only be paid if the visitor to our site can be tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor’s payment to our site cannot be tracked directly to your site by our system or if full payment for services is not made to us by the customer. No commission will be paid for signups by you or anyone within your organization.

4. Commission Payment.

Commissions due and owing to you under the Program will be paid to you directly by COMPANY on a weekly basis for the prior week’s activity. Overseas (i.e., non-US or Canada) affiliates are paid on the 10th day of the month for the preceding month’s activity. Payments due and owing to you for a pay period of less than $50.00 will be rolled over into subsequent payment periods until at least $50.00 is reached, at which time you will receive payment. Payments will be in the form of a check in US dollars payable to you, as identified in your application, and will be mailed to the street address indicated in your application (we will not mail to P.O. Boxes!!). You may request and receive payment via bank wire transfer, provided, you pay the costs associated with the wire. Payment via wire is available only for payments of $500 or more for said pay period. If you dispute the manner or amount of calculation of your commission with regard to any given payment period, you must inform COMPANY within sixty (60) days of said payment, otherwise you are deemed to have waived your right to challenge said payment calculation.

5. ACCEPTABLE USE POLICY REGARDING BULK E-MAILINGS

We do allow Webmasters to market websites promoted through this Program through the transmission of bulk e-mails, however, it is extremely important that any such mass e-mailings by you conform to our policies. Moreover, you need to be aware of the fact that many service providers, such as America Online, Inc. (AOL), have their own standards and policies when it comes to mass mailings to their members. By way of example, please familiarize yourself with AOL’s policy, as most mass mailings will reach at least some, and potentially many, AOL members (e.g., [email protected]) http://www.aol.com/info/bulkemail.html.

The marketing of websites promoted by this Program is strictly prohibited if done through the transmission of unsolicited bulk email. In other words, you must have a prior business relationship with the e-mail recipient, including but not limited to having obtained their e-mail address through a verifiable opt-in procedure. We strongly encourage you to maintain electronic records of the manner in which you obtain e-mail addresses for use in mailings. This is because, if we receive a complaint from a person who received a promotional e-mailing from you, you will need to demonstrate to us that such person did not receive unsolicited bulk e-mail from you.

We also strictly prohibit you from transmitting e-mail that makes use of or contains invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing (“counterfeit e-mail”). Do NOT do this.

We also strictly prohibit you from transmitting e-mail that is relayed from any third party's mail servers without the permission of that third party, or which employs similar techniques to hide or obscure the source of the e-mail. Do NOT do this.

The transmission of unsolicited bulk e-mail, including the transmission of counterfeit e-mail, may result in civil and criminal penalties against the sender under applicable federal and/or state law.
We do NOT authorize the harvesting or collection of screen names from any ISP service (for example, AOL) for the purpose of sending unsolicited e-mail, and will terminate without pay any webmaster determined to have transmitted bulk emails advertising any websites marketed through this Program to lists gathered by such methods.

Should we determine, in our sole discretion that you have violated this AUP, be assured that you will be terminated immediately, will be ineligible to sign up for another account, will not be paid for any traffic or subscriptions generated prior to the date of termination; and your registration information may be turned over to complaining parties (including AOL).

HOW TO REPORT UNSOLICITED BULK E-MAIL

If you believe you are the recipient of unsolicited bulk e-mail from a person or company advertising websites under this Program, please follow this procedure:
Please send your UBE complaint to COMPANY through its Customer Service Representative, Internet Marketing and Entertainment Group. The best and easiest way to do this is by forwarding the offending e-mail to [email protected]. If you cannot forward the UBE, simply send an e-mail to [email protected]. In either case, please include your name, address, telephone number and any information you may have about the identity of the person or entity that sent the UBE to you. You may be able to collect information about the sender from the e-mail itself, for instance, by examining the e-mails “header,” by examining the webpage or by running a whois query against the webpage domain.

6. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.

You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the “Affiliate Trademarks), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

7. Responsibility for Your Site.

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. You are not COMPANY’s agent, and we shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party’s copyrighted or other proprietary material. We will not be responsible if you use another party’s copyrighted or other proprietary material in violation of the law. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:

- Unsolicited bulk e-mail (see Section 5, above), IRC postings, forged header mailings or any other form of mailing, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-UBE policies of ISPs or state law;
- Provide inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions or content of our sites or your sites;
- Promote passwords, MP3, or Warez;
- Own or operate a website in connection with a person who is under 18 years of age; or
- You operate from a foreign country for which COMPANY will not accept accounts, which include:

Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Cost Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan and Yugoslavia.

8. Procedure Relating to Alleged or Actual Third Party Rights Infringement by a Participating Webmaster.
Upon COMPANY's receipt of a proper notice of alleged copyright, trademark, service mark or publicity rights violation by Your participating website the COMPANY will notify You and ask that You provide written documentation of your right to use the allegedly infringing material in your website. That documentation must be: (a) a license of the rights; (b) consent from the rights holder or their agent; or (c) a written statement from You or Your attorney (in either email or fax form) explaining Your claim to have a lawful right, or a legal defense, to display the allegedly infringing material.

If You do provide COMPANY with appropriate rights documentation (a, b or c, above), COMPANY will forward that documentation to the rights holder or their agent, as appropriate. Should the rights. holder/agent not be satisfied, COMPANY will provide the rights holder/agent with Your contact information in order that they may contact You and pursue any remaining dispute with You directly.

If you fail to provide the COMPANY an appropriate written response (a, b or c, above), You will have ten (10) days from the date of COMPANY's original notification to You to remove the complained of content. Should you fail to remove said content within ten days, the referring URL containing the complained of content will be blocked and any funds otherwise due and payable to You relating to the referring URL will be forfeited, UNTIL SUCH TIME AS YOU PROVIDE AN APPROPRIATE WRITTEN RESPONSE. You will also be placed in an "infringer" database, and should repeated complaints be made against you for rights violations, COMPANY has the right to permanently terminate You from the Traffic Cash Gold program.

9. Term of the Agreements.

The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

11. Relationship of Parties.

Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

12. Limitation of Liability.

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

13. Disclaimers.

We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. Representations and Warranties.

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

15. Confidentiality.

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purpose of this Agreement, the term “Confidential Information” shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to COMPANY, customer and vendor lists relating to COMPANY and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. Should you received a court notice, complaint or subpoena requesting or seeking to compel disclosure of Confidential Information, you shall immediately inform COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a protective order to prevent disclosure of such Confidential Information. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information.

16. Indemnification.

You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.

17. Miscellaneous.

Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of Aruba and the Dutch West Indies, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CLICKING ON THE “ACCEPT” BUTTON AT THE END OF THIS AFFILIATE PROGRAM AGREEMENT 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.