Webmaster Affiliate Program Terms and Conditions

Last Updated January 01, 2017

By becoming a participant in any Flirt4Free® Webmaster Affiliate Marketing Program ("Affiliate Program" or "Program"), You ("Affiliate" "You") are entering into a binding and enforceable contract with VS MEDIA, INC. ("Company"; "We"; "Us"). THIS AGREEMENT AND SPECIFIC AFFILIATE PROGRAM RULES, SET FORTH THE TERMS AND CONDITIONS UNDER WHICH YOU MAY PARTICIPATE IN A COMPANY AFFILIATE PROGRAM. BY PARTICIPATING IN A COMPANY AFFILIATE PROGRAM AND/OR CLICKING "I AGREE" ON THE SIGN-UP FORM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ASSOCIATED PROGRAM RULES.

  1. 1.
    Affirmation Of Incorporated Documents; Definitions.


    1. 1.1
      Affirmation. You hereby acknowledge and agree that You have read and accepted these Terms and Conditions and all other published terms and conditions associated with Our Affiliate Programs, including those that are associated with our Standard Commission Plan, the Pay-Per-Lead Plan and/or Pay Per Signup Option which are hereby incorporated into this Agreement. The payment options and other terms and conditions published at the links above comprise an integral part of this Agreement and are subject to change by the Company.

    2. 1.2
      Definitions.


      1. 1.2.1
        "Inactive Referred Customer" shall have the meaning set forth in Paragraph 6.10.

      2. 1.2.2
        "Pay Per Signup Option" and "Pay Per Signup Option Plan" shall mean an option associated with one or more Affiliate Programs that the Company offers to qualified participants to lawfully promote one or more of the Company's websites and or services as an authorized affiliate in exchange for a commission whereby the participating authorized affiliate in good standing is paid a flat fee commission by the Company for each qualifying Referral referred by the authorized affiliate participant. Pay Per Signup Option Plans are also referred to as, and mean, "Pay-Per-Signup Plans". Like all Affiliate Programs and all plans offered by the Company, all Pay Per Signup Option Plans are subject to change, suspension, and termination at the Company's sole election, and are subject to these terms and conditions as well as all other terms and conditions published by the Company that particularly pertain to one or more Pay Per Signup Option Plans. For more information regarding current details about the Company's current Pay Per Signup Option Plan(s) goto https://affiliates.flirt4free.com/programs.php and https://affiliates.flirt4free.com/pps.php.

      3. 1.2.3
        "Cost Per Acquisition" and "Pay Per Acquisition Plan" shall mean an option associated with one or more Affiliate Programs that the Company offers to qualified participants to lawfully promote one or more of the Company's websites and or services as an authorized affiliate in exchange for a commission whereby the participating authorized affiliate in good standing is paid a flat fee commission by the Company for each qualifying Referral referred by the authorized affiliate participant. Cost Per Acquisition Plans are also referred to as, and mean, "Pay-Per-Acquisition Plans". Like all Affiliate Programs and all plans offered by the Company, all Cost Per Acquisition Option Plans are subject to change, suspension, and termination at the Company's sole election, and are subject to these terms and conditions as well as all other terms and conditions published by the Company that particularly pertain to one or more Cost Per Acquisition Option Plans. For more information regarding current details about the Company's current Pay Per Signup Option Plan(s) go to https://affiliates.flirt4free.com/programs.php and https://affiliates.flirt4free.com/cpa.php.

      4. 1.2.4
        "Pay-Per-Lead Plan" shall mean one or more Affiliate Programs that the Company offers to qualified participants whereby the authorized affiliate is paid a fee in exchange for providing bona fide qualifying traffic to the Company's specified website(s) and/or online service destinations that converts to bona fide leads for sales of products and/or services from Company and/or Company's designated licensees. Like all Affiliate Programs and all plans offered by the Company, all Pay-Per-Lead Plans are subject to change, suspension, and termination at the Company's sole election, and are subject to these terms and conditions as well as all other terms and conditions published by the Company that particularly pertain to one or more Pay-Per-Lead Plans. For more information regarding current details regarding the Company's current Pay-Per-Lead Plan(s) go to https://affiliates.flirt4free.com/programs.php and https://affiliates.flirt4free.com/ppl.php.

      5. 1.2.5
        "Pay-Per-Signup", "PPS", and "Pay-Per Signup Plan" shall all have the same meaning as "Pay Per Signup Option".

      6. 1.2.6
        "Program Materials" shall have the meaning set forth in Paragraph 3.2.

      7. 1.2.7
        "Referral" shall have the meaning set forth in Paragraph 6.5.

      8. 1.2.8
        "Rev-Share" and "Rev-Share Plan" shall mean one or more Affiliate Programs that the Company offers to qualified participants to lawfully promote one or more websites and/or services provided by the Company and/or one or more of Company's technology licensees (such as cam performers), as an affiliate in exchange for payment of a commission at a rate that is based upon the amount of revenue generated from qualifying purchases in association with the use of one or more specified Company websites, specified Company technologies, specified services provided by one or more Company technology licensees (such as cam performers), and/or one or more specified Company services by persons as a direct result of the affiliate's lawful activities subject to these terms and conditions as well as all applicable Rev-Share Plans' terms and conditions. Rev-Share Plans are also referred to as, and mean, "Standard Commission Plans". Like all Affiliate Programs and all plans offered by the Company, all Rev-Share Plans are subject to change, suspension, and termination at the Company's sole election, and are subject to these terms and conditions as well as all other terms and conditions published by the Company that particularly pertain to one or more Rev Share Plans. For more information regarding current details regarding the Company's current Rev-Share Plan(s) goto https://affiliates.flirt4free.com/rev.php and https://affiliates.flirt4free.com/programs.php.

      9. 1.2.9
        "Standard Commission Plan" shall have the same meaning as "Rev-Share" and "Rev-Share Plan".

      10. 1.3.0
        "Dormant Affiliate Rate" shall have the meaning set forth in Paragraph 7.2.

  2. 2.
    Adults Only. All Affiliates, contacts and payees must have reached the age of majority under applicable law where they reside and/or do business, and must be no younger than 18 years of age in any case before any participation in any Affiliate Program. Participation in an Affiliate Program is offered to ADULTS ONLY. You represent and warrant that You are an adult and have reached the age of majority under the laws of the state or locality(ies) where You reside and do business. You are hereby advised that any accessing of our computers and/or data bases by You if are a minor is unauthorized by the Company, and shall constitute unauthorized access of our computers and databases in violation of law and in violation of the Company's rights.

  3. 3.
    Limited License To Participate In One Or More Affiliate Programs. Subject to the terms and conditions set forth in this Agreement and the terms and conditions published in association with the particular the Affiliate Program(s) You elect to participate in, We grant You the following limited license to use and participate in the Company's Affiliate Program(s) that You have elected to participate in:


    1. 3.1
      The limited non-exclusive, non-transferable, revocable right and permission to create authorized links from Your website(s) to one or more Company websites, for which You will be entitled to receive a commission or referral fee for Referrals of traffic to one or more Company websites in accordance with the terms of this Agreement provided that You have complied in all material respects with the Terms and Conditions of this Agreement; and

    2. 3.2
      The nonexclusive, non-transferable, revocable right and license to lawfully display on Your website(s) proprietary Company materials including but not limited to banners, text links, graphic images, and text (hereafter collectively referred to as "Program Materials") solely for the purpose of promoting the products and services associated with the Affiliate Program and encouraging visitors to Your website to click through to the Company website(s).

    3. 3.3
      You acknowledge and agree that the Company is, and shall remain, the exclusive owner of the Program Materials provided to You by Company pursuant to the provisions of the Agreement, and that the Program Materials may only be used by You to generate "Referrals", as that term is defined in Paragraph 6. 5, during the Your authorized participation in the Affiliate Program(s). Program Materials may not be otherwise copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated or offered for sale or rental in any manner, including but not limited, uploading of Program Materials onto any video sharing services such as, but not limited to, sites such as "Porntube.com" and "Xtube.com", at any time, anywhere in the world, except as expressly authorized by Company in writing.

    4. 3.4
      Company reserves all of its rights in its trade names, trademarks and service marks, including without limitation, "Flirt4Free®" and all other intellectual property associated with the Program Materials. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks. You acknowledge and agree that You may not register or use any domain name that includes "flirt4free", "psychicslive", any other trademark owned by the Company, or anything confusingly similar, and acknowledge and agree that to do so will intentionally infringe the Company's mark(s) and/or constitute cybersquatting. Any and all use of Company's trademarks shall be in direct association with the Program Materials and all good will generated therefrom shall inure to the sole and exclusive benefit of the Company. Company reserves the right to terminate use of Program Materials and any association of its marks therewith.

    5. 3.5
      You agree that this license and Your participation in one or more of the Company's Affiliate Programs may be terminated or revoked by the Company at any time for any reason, or for no reason, upon notice to You, and You agree upon receipt of such notice to immediately to cease using all Affiliate Program Materials and remove all such Affiliate Program Materials and references to Company and its websites from Your websites and all promotional, advertising or marketing materials of any kind.

    6. 3.6
      Company may terminate any and all licenses for You to use any or all Program Materials at any time. Company may, for example, recall and terminate Your license to use particular Program Materials at its election. You agree to immediately stop using all such recalled Program Materials upon receipt or constructive receipt of such notice (such as by publication in a webmaster resource area associated with one or more Affiliate Programs).

  4. 4.
    Your Representations, Warranties And Obligations. In consideration of Company providing You with Affiliate Program Materials and the other benefits of one or more Affiliate Programs, You hereby represent, acknowledge, agree, and warrant to Company, all of the following:


    1. 4.1
      That neither Your website(s), nor any content, goods or services offered in, at or through Your website(s) shall at any time during Your participation in any Affiliate Program or use of any Program Materials:


      1. (i)
        violate any law, statute, ordinance or regulation or promote illegal activities;

      2. (ii)
        contain or promote obscene materials, including without limitation any material depicting bestiality, rape or torture;

      3. (iii)
        contain or promote harmful or indecent matter to minors;

      4. (iv)
        contain any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;

      5. (v)
        contain any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;

      6. (vi)
        contain any material which constitutes an infringement, misappropriation or violation of any person's or entity's intellectual property rights such as copyrights, trademark rights, rights of publicity or patent rights, or which constitutes a violation of any person's or entity's personal property rights, privacy rights or any other rights;

      7. (vii)
        promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

      8. (viii)
        contain content which is defamatory, libelous, hateful, threatening, abusive or harassing;

      9. (ix)
        include any of the Company's trademarks or service marks, or variations or misspellings thereof, in any domain name registered by or to You or any person or entity under Your control; or

      10. (x)
        send unsolicited bulk, junk, spam e-mail or any program, file, data stream or other material that contains viruses, worms, Trojan horses or any other destructive feature;

    2. 4.2
      That if You are a corporation or limited liability company or other non-human entity ("Entity") entering into this Agreement, the Entity is currently in good standing in the jurisdiction of the Entity's chartering, and that the human being that agrees to the terms of this Agreement has does so on behalf of the Entity with full authority to do so and to bind the Entity to the terms of this Agreement on behalf of the Entity;


    3. 4.3
      That You have provided, and will continue to provide, truthful, accurate and complete information to Company concerning Your identity, the identities of all owners and other company principals, bank accounts, addresses and other required information;


    4. 4.4
      That all obligations owed to third parties with respect to the activities contemplated to be undertaken by You pursuant to this Agreement are or will be fully satisfied by You, so that the Company will not have any obligations with respect thereto;


    5. 4.5
      That the Content on Your website does not violate any laws or regulations, including but not limited to 18 U.S.C. Section 2257, 18 U.S.C. Section 2257A and 28 CFR 75 et seq., or infringe any copyright, patent, trademark, trade secret, right of publicity, privacy right or any other intellectual, personal or proprietary rights of any third party;


    6. 4.6
      That every person depicted on Your website(s) and every person depicted in content You use in association with Your participation in the Program was an adult over the age eighteen (18) years at the time the subject depiction was created;


    7. 4.7
      That You will comply with all applicable laws and regulations in the performance of Your obligations hereunder, and that each email address submitted by You has not been created or obtained fraudulently or in contravention of the Terms and Conditions of this Agreement or any law or regulation;


    8. 4.8
      That all materials of every kind, including any and all photographic, videographic, audio, textual and haptic materials used in direct or indirect association with materials provided through the Program, including all Program Materials, shall only be transmitted, distributed, broadcast and otherwise disseminated by You to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so disseminated;


    9. 4.9
      That You will implement and put into place safeguards, including but not limited to, an age verification page, so that no persons who have yet to reach the Age of Majority are


      1. (i)
        granted authority to access servers containing any Program Materials or

      2. (ii)
        allowed or enabled to view any and/or all Program Materials which may contain explicit images or other content intended for adults only;

    10. 4.10
      That You will at all times that You are receiving payments from the Company maintain at least one (1) functioning website from which traffic is sent pursuant to the terms of this Agreement;


    11. 4.11
      That You will at all times keep current and on file with the Company all contact information, including without limitation, Your current and operating email address and Your current postal mailing address; and


    12. 4.12
      That neither You, nor Your estate, nor any of Your successor(s) in interest will contest, or bring any claim or action regarding, the return of any or all funds to the Company otherwise due You, if for any reason, the Company cannot contact You or otherwise provide payment with certainty to You after three (3) attempts to do so over a six (6) month period. You acknowledge and agree that all such funds shall be permanently and incontestably forfeited by You to the Company as a result of Your failure to maintain accurate and current contact information as required by this Agreement. You hereby agree on behalf of Yourself and all of Your successors in interest not to ever challenge or contest any such forfeiture of funds.


    13. 4.13
      Use of the Word "Free". You expressly agree and warrant that any and all use of the word "free" on or in association with Your Website(s) or otherwise in association with Your participation in the Program must comply with all Federal Trade Commission ("FTC") rules and regulations. If You use the word "free" in association with an offer that is subject to certain terms and conditions, You agree that those terms shall be disclosed in a clear and conspicuous manner. Additional information regarding the use of the word "free" in association with offers is available in a guide entitled "FTC GUIDE CONCERNING USE OF THE WORD "FREE" AND SIMILAR REPRESENTATIONS." A copy of the aforementioned guide may be obtained from the FTC. (See also http://www.ftc.gov/bcp/guides/free.htm.)


    14. 4.14
      Unauthorized Access To Company Computers and/or Databases Prohibited By Law. You acknowledge and agree that You shall not access, or attempt to access any Program Materials and/or the Company website(s) in a manner not expressly authorized by the Company. Any and all unauthorized access to Company's computers and/or databases, including for the purpose of unauthorized viewing, downloading, receipt, duplication or other use of Program Materials or any Company website, regarding which You are directly or indirectly involved, shall constitute intentional infringement(s) of the Company's and potentially others' intellectual property rights by You, and other rights, and may also violate state and federal anti-hacking and computer privacy laws, including The Electronic Communications Privacy Act, 18 U.S.C. Section 2701-2710, The Computer Fraud and Abuse Act, 18 U.S.C. Section 1030 and The California Comprehensive Computer Data Access and Fraud Act, Cal. Penal Code Section 502. Any unauthorized use or any intrusion of Company's or any other Program Participant's computer systems or networks is strictly prohibited. You agree not to engage or attempt to engage in such activity or to attempt to access any of Company's servers or other computers for the purpose of altering or manipulating Company hardware or software. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE OBLIGATED TO ACT WITHIN THE HIGHEST ETHICAL STANDARDS UNDER THIS AGREEMENT.


  5. 5.
    Required Information. You must complete all the required fields during the Sign-Up process, and provide Us with Your company's and its owner's or CEO's full legal name and valid contact information including e-mail and mailing addresses (no P.O. box addresses). If You are an individual and not a corporation, limited liability company or other non-human legal Entity, You must provide Us with Your full legal name. You agree to provide us with a legible copy of bona fide government-issued photographic identification upon request. You acknowledge and agree that we may e-mail You notices about Our Affiliate Programs, Your account(s), as well as other transactional and promotional information based on the information that You provide to Us.


    1. 5.1
      Your Obligation To Maintain Current Contact Information On File With The Company. You acknowledge and agree that as a material term of this Agreement, You will at all times maintain current contact information for Your business and all its principals with the Company. Without limiting the foregoing, You expressly agree and warrant that You will, at all times, maintain on file with the Company at least one (1) accurate, official, current and functional email address, at least one (1) postal address and at least one (1) contact telephone number for You. You expressly acknowledge and agree that if You fail to maintain current, accurate and functional contact information on file with the Company as set forth above, and Company determines that due to difficulties contacting You with certainty that it cannot with certainty send payments to You, or do so with reasonable assurance that such payments will reach You after three (3) attempts over a six (6) month period, then Company shall be absolutely and incontestably entitled to cancel, and retake full possession, ownership and title of, all outstanding payment monies otherwise then due and payable to You and all future accruing payment monies otherwise then due and payable to You. You hereby acknowledge and agree that if the Company exercises its right to cancel outstanding payments to You as set forth in the previous sentence, that all such funds otherwise payable to You that are at that time held by the Company for payment to You shall be automatically assigned to and become the sole property of the Company and that the Company shall incontestably own all rights, title and interest in and to all such funds. You expressly acknowledge and agree that neither You nor any successor in interest, including without limitation, Your estate, shall ever raise any claim or bring any action to recover any funds repossessed by, or assigned or otherwise transferred to, or held by, the Company as a result of the Company's reasonable inability to contact You as set forth in this Paragraph.


    2. 5.2
      Company's Right To Terminate Your Participation. You further acknowledge and agree that the Company shall have the unconditional and incontestable right to terminate Your participation in any and all of its Affiliate Programs without any obligation to You whatsoever if the Company determines in its sole judgment that the Company cannot reasonably or effectively contact You for any reason. You further acknowledge and agree that the Company shall also have the unconditional and incontestable right to terminate any and all Affiliate Programs at its election without any liability or further payment obligations to any person, including without limitation, You.


    3. 5.3
      Company's Right To Terminate Affiliate Programs. You further acknowledge and agree that the Company shall have the unconditional and incontestable right to terminate any and all Affiliate Programs at any time in the Company's sole discretion.


  6. 6.
    Affiliate Payments.


    1. 6.1
      All payment obligations owed to You by Us and all payments paid or payable to You pursuant to Your participation in any of Our Affiliate Programs shall be subject to the terms of this Agreement, the terms of any and all other agreements, rules, regulations and terms and conditions specifically appurtenant to the specific Affiliate Program(s) that You are participating in, and Your full compliance with, and performance of, all obligations set forth in this Agreement and all other agreements, rules, regulations and terms and conditions specifically appurtenant to the specific Affiliate Program(s) You are participating in.


    2. 6.2
      The amount of commission payments to You shall be determined in accordance with the payment provisions of this Agreement, and the payment provisions appurtenant to the specific Affiliate Program(s) that You are participating in, including, without limitation, the terms set forth at http://affiliates.flirt4free.com/programs.php and http://affiliates.flirt4free.com/terms_pps.php. Any and all payment and other compensation options offered by the Company are subject to change and all Affiliate Programs may be modified, suspended, cancelled and/or terminated at the Company's sole election. For example, without limiting the foregoing, the Company may modify the method of calculation of the commission payments or other payments to You, such as to include deductions for changed costs and expenses associated with the providing of services by the Company. In such a case, all payments earned for referral activity by You after the change will reflect the payment calculation based on the revised commission terms appurtenant to the Affiliate Program(s) for which You are a participating affiliate.


    3. 6.3
      Standard Commission Calculations. Subject to the terms of this Agreement, for Standard Commission Plan calculations, for each person who becomes a subscriber to, or purchases qualifying services from, an authorized program website owned, controlled or operated by Company, where such person has been tracked and verified by Company as a "Referral" to one or more Company websites from Your website, as the term "Referral" is defined in Paragraph 6.5 below, You will be entitled to receive a referral fee or commission as set forth in the terms of this Agreement and those associated with the appurtenant Affiliate Program(s) in which You are participating, pertaining to Standard Commission Plan payment terms, including those published at http://affiliates.flirt4free.com/programs.php. Notwithstanding the foregoing, You acknowledge and agree that all commission payments and referral payments earned by You with respect to such Referrals subject to this Agreement shall be calculated to include, as a component of the calculation of such payments, full deductions for any and all discounts, free credits and other credits and promotions provided to each such Referral customer, including all expenses and other costs to the Company incurred therewith.


    4. 6.4
      Non-Standard Commission Options. The Company may from time to time, at its sole election, offer one or more non-standard commission payment options. Subject to the terms of this Agreement, for non-standard commissions, for example, and by way of illustration, for each person who becomes a subscriber to, or purchases qualifying services from, a program website owned, controlled or operated by Company, where such person has been tracked and verified by Company as a Referral to one or more Company websites from Your website, You will be entitled to receive a referral fee or commission as set forth in the terms of this Agreement pertaining to non-standard commission payment terms, and any other terms appurtenant thereto published in association with the subject Affiliate Program, such as those set forth at or through http://affiliates.flirt4free.com/terms_pps.php. Non-standard commission options may not be offered or be available to all Affiliates or to prospective Affiliate Program participants. All non-standard commission options, like all Affiliate Programs and related plans shall at all times be subject to modification, suspension, discontinuation or termination, in whole or in part, at Company's sole election.


    5. 6.5
      "Referral." For the purposes of this Agreement a Referral that entitles You to a commission or referral fee payment under one or more referral-based plans offered by the Company is defined as follows:


      1. (i)
        A person who has been directed to an authorized website owned, controlled or operated by Company through the use of a hypertext transfer link residing on Your website in the form of a banner ad or other promotional link that automatically connects a person who clicks on the banner ad or promotional link to an authorized Company website, and which banner ad or promotional link has been supplied to You by Company as part of the Affiliate Program in which You are participating; and/or authorized use of the VS Cam-Reg API and

      2. (ii)
        such person, who, after having been directed to an authorized Company website through the use of the hyperlink banner ad or other promotional link supplied to You by Company residing on Your Website, has established a valid payment account (within thirty (30) days of such referral), and has been converted into a paying subscriber or purchaser of services (by spending at least $1.00) entitling You to a commission or referral fee in accordance with the terms of the applicable Affiliate Program

      3. (iii)
        A person shall not be deemed a Referral entitling You to a commission or Referral fee if the referred person leaves the Company website after having been directed there through the aforementioned hyperlink banner ad or other promotional link without becoming a subscriber or purchaser of services of a type that entitles You to a commission or referral fee. (This shall also be the case even if at some later time that same person returns to the Company website and becomes a subscriber to the Company site or a purchaser of services from the Company if such return visit and resulting purchase is reasonably attributable to the marketing efforts of another Affiliate or the Company.)

      4. (iv)
        You acknowledge and agree that the Company's referral tracking methods cannot guarantee that all persons directed to the Company's website(s) by You that purchase a membership or other products or services subject to the Company's Affiliate Program will, in fact, be credited to Your account. The Company will, however, use commercially reasonable efforts to associate all bona fide Referrals by You with Your account. To this end the Company currently associates a "cookie" or similar code in or with a visitor's browser, as allowed by the user's browser program, when the user first visits a Company website subject to a Program.

    6. 6.6
      You acknowledge and agree that You shall not be entitled to a commission or Referral fee for any Company subscriber or any other purchases of services from Company who You sent or referred to Company website(s) in violation of the terms of this Agreement, or for any Company subscriber who does not fall within the terms of paragraphs 6.5 (i) & (ii) or who is excluded under the terms of paragraph 6.5 (iii).


    7. 6.7
      You also acknowledge and agree that You shall not be entitled to a commission or Referral fee of any kind from Company for any subscription that Company determines is the result of possible fraudulent activity. You further acknowledge and agree that Company shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity.


    8. 6.8
      Subject to Section 6.10 and the other terms of this Agreement, if You are participating in a Standard Commission Plan, You will be entitled to the program's applicable commission for as long as the referral continues to make purchases for as long as the Company maintains the particular Standard Commission Plan under which the You provided the subject Referral, regardless of whether You continue to promote the program actively unless and until the Referral becomes an Inactive Referred Customer. You acknowledge and agree that notwithstanding the foregoing, the commission rate You are paid is also at all times subject to Dormant Affiliate Rate adjustments as set forth in Paragraph 7.2. Nothing in this Paragraph 6.8 shall be construed to limit the Company's right to unilaterally terminate Your participation in any and all of the Company's Programs at Company's sole discretion.


    9. 6.9
      Right to Refuse Referrals. Company reserves the absolute right to deny or refuse any prospective Referral and any person or entity participation in the Affiliate Program. Company shall not be required to provide any reason or justification for denial of processing of a Referral or denial of participation in the Affiliate Program to any person or entity.


    10. 6.10
      Inactive Referred Customers. Your right to receive, and Company's obligation to pay to You, a commission in association with a standard commission program, or any other of the Company's Programs, shall not apply to any purchases made by any referred customer after the customer has become an "Inactive Referred Customer". For the purposes of this Agreement, an "Inactive Referred Customer" is any customer referred by You that has not made any new purchase of a service or product from the Company for a period of one hundred fifty (150) consecutive days or longer. You acknowledge and agree that Company shall have no obligation to commence paying or to continue to pay to You, any commission or other compensation of any kind for any Referral made by You where such Referral pertains to a customer has become an Inactive Referred Customer. Once a referred customer has become an Inactive Referred Customer, no commissions shall be paid to You for, or based on, any purchases made by such Inactive Referred Customer. Notwithstanding the foregoing, You may re-refer a customer that has become an Inactive Referred Customer and qualify to receive commission payments as set forth in this Agreement with respect to such new Referral provided that the subject customer has not become the Referral of another affiliate or has made a purchase in response to the Company's own advertising while such customer was an Inactive Referred Customer.

      The following examples are provided for purposes of clarity.


      1. Example 1.
        A customer referred to the Company by another affiliate, Affiliate X, who is a participant in one of the Company's Affiliate Programs makes purchases each month for 3 months after Affiliate X's initial referral of the customer to the Company. After the first 3 months, the customer fails to make any purchases for the next 18 months. You then refer the same customer to the Company, immediately after which he makes a number of purchases each month for the next 3 months. In this example, You, and not Affiliate X would be entitled to commission payments for the purchases made after Your referral, even though the customer was originally referred to the Company by Affiliate X. This is because the customer became an Inactive Referred Customer once one hundred and fifty days 12 months elapsed without a purchase.

      2. Example 2.
        A customer You have referred to the Company makes purchases each month for 3 months after You initially refer her. Then, in response to a Company advertisement, the customer makes her next purchase 4 months later (i.e., after a 4 month gap in purchases). In this example, You would be entitled to a commission payment, even though the customer purchase can be attributed to the Company's marketing efforts.

      3. Example 3.
        A customer makes purchases each month for the first 6 months after You referred him. After an 18-month gap in purchases, the customer then makes his next purchases 20 months after You first referred him. In this example, You would be entitled to commission payments only for the purchases he made during the first 6 months. You would not be entitled to a commission for the purchase he made after the 18-month gap in purchases or any purchases the customer may subsequently make. This is because he became an Inactive Referred Customer at the time one hundred and fifty days (about five months) elapsed between purchases.

      4. Example 4.
        Using the scenario in Example 3, assume that in the 14th month of the 18-month gap the customer makes a purchase in response to a referral by another affiliate. In this example, like Example 3, You would not be entitled to receive a commission payment because the customer became an Inactive Referred Customer once one hundred and fifty days (about five months) passed between purchases.

      5. Example 5.
        Continuing with the scenario in Example 3, assume that in the 14th month after You initially referred the customer You subsequently re-refer the Inactive Referred Customer. Provided that the Inactive Referred Customer has neither (a) become a referral of another participating affiliate nor (b) made a purchase in response to the Company's marketing efforts during the time he/she was an Inactive Referred Customer, then You would be entitled to a commission payment based on a brand new (i.e., second) Referral of the customer.

  7. 7.
    Monthly Payments. For Affiliate Program payment options that generate ongoing commission payments, We will send out payments once a month within 15 business days of the end of each pay period. For any amount under $100.00 per month, or a under a reasonable minimum payment amount specified by You more than $100.00 per month, We will carry that amount to the following pay period. All revenues will be disbursed in U.S. Dollars.


    1. 7.1
      Payment Processor Delay. In the event that payments to Us by Our payment processors pertaining to Referrals You have generated are delayed for any reason, you agree that We shall have a reasonable period of time for the receipt and processing of such payments, and for transmission of corresponding commissions or referral fee payments to You derived from said payments from Our payment processors.


    2. 7.2
      Dormant Affiliate Rate Adjustment. You acknowledge and agree that if the Company's records indicate that no new Referrals have been credited to Your account for a period of one hundred and fifty (150) days, then regardless of the rate of commission or other compensation previously paid to You for Referrals, Company shall have the option, but not the obligation, to unilaterally change the rate of commission for payment for Referrals to a "Dormant Affiliate Rate". Currently the Dormant Affiliate Rate is five percent (5%). Company may at its sole discretion change the Dormant Affiliate Rate at any time and/or change the Dormant Affiliate Rate applicable to one or more specific Affiliate Program participants at any time. You further acknowledge and agree that, without limiting Company's other termination options, Company also expressly reserves the right to terminate Your participation in any and all of Company's Programs if You fail to provide any Referrals for a period of one hundred and fifty (150) days. If Your account commission rate has been changed to a Dormant Affiliate Rate and You wish to reestablish a previous commission rate or otherwise change Your commission rate, You may request such change by contacting the Company at sales@flirt4free.com. You acknowledge and agree that the Company shall not at any time have any obligation to grant Your request and that the granting of such requests are at the sole discretion of the Company.


    3. 7.3
      No Payments Shall Be Due Or Payable To You If You Cannot Be Reasonably Contacted. You acknowledge and agree that You shall not be due or entitled to, and You shall not be paid any and all commissions and/or Referral fees for any and all Referrals and/or other commissions and/or Referrals resulting from subscriptions and/or any other purchases of services from Company resulting from persons You sent or referred to Company website(s) if the Company cannot, with reasonable certainty, in Company's sole determination, contact You to provide such commission or referral fee(s) to You. Notwithstanding anything to the contrary in this Agreement, You expressly acknowledge and agree that if You fail to maintain current contact information on file with the Company, and the Company determines that due to difficulties contacting You it cannot, with reasonable certainty in the Company's opinion, provide payment(s) to You, or do so with reasonable assurance that such payment will reach You, after three (3) attempts over a six (6) month period, then Company shall be absolutely and incontestably entitled to cancel, and retake full possession, ownership and title of, all outstanding payment monies otherwise then due and payable to You and all future accruing payment monies otherwise then due and payable to You. You hereby acknowledge and agree that if the Company exercises its right to cancel outstanding payments to You as set forth in the previous sentence, that all such funds otherwise payable to You that are at that time held by the Company for payment to You shall automatically be assigned to, and become the sole property of, the Company and be deemed not to have ever been funds due or payable to You. You acknowledge and agree that the Company shall incontestably own all rights, title and interest in and to all such funds. You expressly acknowledge and agree that neither You nor any successor in interest, including without limitation, Your estate, shall ever raise any claim or bring any action to recover any funds assigned to, repossessed by, otherwise transferred to, or held by, the Company as a result of the Company's reasonable inability to contact You as set forth in this Paragraph.


    4. 7.4
      All Payment Disputes Must Be Brought To Company's Attention Within Thirty Days. If You think that a mistake has occurred regarding Your account, You must contact Us at sales@flirt4free.com within thirty (30) days of the subject transaction. You acknowledge and agree that thirty (30) days after a transaction has occurred, the subject transaction shall be deemed to be final and absolutely incontestable.


    5. 7.5
      Termination of Your Participation in Affiliate Program Terminates Affiliate Payment Obligations. You hereby acknowledge and agree that if the Company terminates Your participation in an Affiliate Program, which You hereby acknowledge it may freely do at any time at its sole election, with or without reason, then the Company shall, after such termination, have no other payment obligations to You of any kind regarding or arising from Your prior participation in the subject Affiliate Program.


  8. 8.
    W9 Form. You hereby acknowledge that if You reside in the United States or any of its territories, You are required to complete a W9 form with the correct information and enter a Federal Tax ID or Social Security Number or We will be forced to withhold tax as required by law. We will register a 1099 for all U.S. domestic entities to which We issue combined yearly payments of $600.00 or more. Failure to provide this or other required tax or identification information will cause Your payment to be delayed or withheld. You acknowledge and agree that You and You alone are fully responsible for the payment of all taxes directly or indirectly related to Your participation in any and all Affiliate Programs.


  9. 9.
    No Cheating. If We find that You have cheated in any of Our Programs, or any other affiliate marketing program, including other webmaster affiliate programs not operated by Company, We reserve the right in Our sole and absolute discretion to cancel Your participation in any and all of Our Programs, at any time, without prior notification, and You acknowledge and agree that in such circumstances, You will not be paid for any and all sums that would otherwise be due You from Your participation in the Affiliate Programs in which You have participated, and that You may be barred from any future participation in any of Our Affiliate Programs.


    1. 9.1
      You acknowledge and agree that Company shall have the right to deny or withhold payment from You and to terminate You from any and all Affiliate Programs if there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions that have been referred to any of the Company's websites through, from or in association with, Your website(s) or any websites associated with You. You further acknowledge and agree that Company shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.


  10. 10.
    Prohibited Activities. You acknowledge and agree that any of the following may, at the Company's election, result in ALL of Your accounts being terminated without pay, ALL of Your unpaid commissions being assigned automatically to Company, and may result in You being precluded from ever participating in any of Our Affiliate Programs:


    1. (i)
      any use of SPAM by You or a person under Your control, including, without limitation, use in direct or indirect association with Your participation in any Affiliate Program, including but not limited to means using unsolicited bulk E-mail, Instant Messages, Chatroom, Newsgroup, ICQ or IRC postings, or text messaging;


    2. (ii)
      any promoting or dealing in content such as: Warez, passwords, MP3, bestiality, rape, child pornography, violence, or any other illegal activity, including any use of prohibited content in hidden meta tags, text, links, graphic(s) or any HTML;


    3. (iii)
      any attempt to mislead or defraud Company in any way;


    4. (iv)
      any hijacking of traffic;


    5. (v)
      any providing of any incorrect or incomplete account information;


    6. (vi)
      any generation of any hits or signups as a requirement to enter or obtain access to goods or services on Your (or someone else's) website;


    7. (vii)
      any use of any sort of mechanism or effort that falsely generates hits or signups, including without limitation, signups by You;


    8. (viii)
      any violation, infringement or misappropriation of any person's or entity's copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right, including, without limitation, any of Company's rights;


    9. (ix)
      any cheating or defrauding of any other affiliate marketing program or its sponsor;


    10. (x)
      any hosting of a website on non-adult free hosts that do not permit adult content, including, but is not limited to, Geocities, Angelire, Tripod, Xoom, CJB.net, or Hypermart;


    11. (xi)
      any misrepresentation or disparagement of any of Our websites, services, programs, performers or content including but not limited to, misrepresenting the cost of membership, terms of membership, or content contained within Our website(s);


    12. (xii)
      any improper exploitation of Our website and/or Our Terms and Conditions, including but not limited to, instructing, informing, urging or incentivizing a person to sign up and cancel, all such actions and practices are expressly forbidden and shall not be tolerated in any way;


    13. (xiii)
      any violation of any applicable law or regulation; or


    14. (xiv)
      Any unauthorized modification, alteration or use of Program Materials or any of the Company's other intellectual property, including without limitation, any of Company's trademarks, brands, logos or domain names.


  11. 11.
    Stop Payments On Terminated Accounts. You acknowledge and agree that all accounts that are terminated may have a stop placed on the payment of any and all outstanding funds otherwise owed or payable to You.


  12. 12.
    Statistics Source. Only Company databases and files will be used in determining statistics relevant to Your participation in Company Affiliate Programs, including but not limited to the determination of amount of valid hits, signups, Referrals, cancellations, credits and any commissions or Referral fees owed pursuant to this Agreement. Any discrepancies, inaccuracies, errors or complaints regarding any such determinations must be brought to Our attention within 30 days or else You hereby acknowledge and agree that they will be deemed permanently waived.


  13. 13.
    Cooperation. We reserve the right to cooperate in any and all investigations relating to activities involving any violation of these Terms and Conditions, including disclosure of Your account information to third parties, including law enforcement, in connection therewith.


  14. 14.
    Indemnification. You agree that You shall fully indemnify, defend and hold the Company and its principals, directors, officers, employees, contractors, agents, attorneys, assigns, and successors in interest harmless from any and all damages, losses and costs (including attorneys' fees) resulting from any and all breaches of warranty or obligation under this Agreement and/or from any act or omission by You or any persons under Your control in violation of these Terms and Conditions, including without limitation, any failure to act when required to under these Terms and Conditions.


  15. 15.
    No Joint Venture; No Monitoring; No Control Over Your Business. Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and the Company, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership of any kind between You and Company or You and any of the Company's its employees, agents, licensees or assigns.


    1. 15.1
      You acknowledge and agree that We shall have no control or ownership interests of any kind in Your business or Your website.


    2. 15.2
      You acknowledge and agree that You shall have no financial or other interest in Company or any property owned by Company, its affiliates, agents, successors or assigns.


    3. 15.3
      You acknowledge and agree that Your relationship with Us shall be restricted to matters pertaining to the Affiliate Program exclusively and shall be governed entirely by the terms and conditions of this Agreement and other terms and conditions appurtenant to the specific Affiliate Program(s) you sign up for.


    4. 15.4
      You acknowledge and agree that We have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at or in association with Your website.


    5. 15.5
      You further acknowledge that neither Company nor any employee, associate, agent, assign or successor of Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with Your website, and that You shall be solely responsible for any legal liabilities or consequences resulting from Your dissemination of that content, including the Program Materials, on or through Your website.


  16. 16.
    Prohibited Spamming Policy. As an Affiliate and participant in the Affiliate Program, You agree to abide by all of the additional provisions and prohibitions set forth in this paragraph and its subparts relating to "spamming activities" and the transmission of emails containing sexually oriented content.


    1. 16.1
      All Affiliates, including You, are required to fully inform themselves of the provisions of the federal CAN-SPAM Act of 2003 (also known as the "Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003) ("CAN-SPAM Act") and must, as a condition of participation in any and all of the Affiliate Programs, abide by all of the provisions of the CAN-SPAM Act. Any violation of the CAN-SPAM Act by You constitutes a material breach of this Agreement and will subject You to immediate termination from any and all Affiliate Programs.


    2. 16.2
      Without limiting the generality of the previous paragraph, You hereby acknowledge and expressly agree that any of the following prohibited acts or practices ((i) through (xiv), inclusive) by Your or any person or entity under Your direct or indirect control shall constitute a material violation of these terms and conditions and may result in ALL of Your accounts being terminated without pay and, at the Company's election result, upon written notice to You, in a complete assignment to the Company of any and all of Your accrued commissions, referral fees and other benefits prior to the termination:


      1. (i)
        Any initiation of a commercial electronic mail message or a transactional or relationship message (as those terms are specifically defined in the CAN-SPAM Act) (hereafter collectively referred to as a "CEMM") that contains or is accompanied by header information that is materially false or materially misleading, whereby, for the purposes of this paragraph-


        1. (a)
          The header information of CEMMs that is technically accurate but that includes an originating electronic mail address, domain name, or Internet Protocol address that was obtained by means of false or fraudulent pretenses or representations shall be considered materially misleading;


        2. (b)
          A "from" line that accurately describes any person who initiated the CEMM shall not be considered materially false or materially misleading; and


        3. (c)
          Header information shall be considered materially misleading if it fails to identify accurately the computer used to initiate the CEMM because the person initiating the messages knowingly uses another computer to relay or retransmit the message for purposes of disguising its origin;


      2. (ii)
        Any initiation of a transmission of a CEMM with actual knowledge, or knowledge fairly implied on the basis of objective circumstances, that a subject heading of the message would be likely to mislead a recipient about a material fact regarding the subject matter of the message;


      3. (iii)
        Any initiation of a transmission of a CEMM that does not contain a functioning return electronic mail address or other Internet-based mechanism, clearly and conspicuously displayed that-


        1. (a)
          A recipient of the CEMM may use to submit, in a manner specified in the message, a reply electronic mail message or other form of Internet-based communication requesting not to receive future commercial electronic mail messages from that sender at the electronic mail address where the message was received; and


        2. (b)
          Remain capable of receiving such reply requests or messages from the recipient for at least 30 days after the date of the transmission of the original CEMM;


      4. (iv)
        Any initiation of a transmission of a CEMM to a recipient, more than 10 business days after the receipt of a request from that recipient to stop sending such messages (however, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient's request not to receive such messages);


      5. (v)
        Any initiation of a transmission of a CEMM to a recipient by any person acting on behalf of the Affiliate, more than 10 business days after the receipt of a request from that recipient to stop sending such messages (however, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient's request not to receive such messages);


      6. (vi)
        Any assistance in initiating the transmission of a CEMM by any person acting on behalf of the Affiliate assists, through the provision or selecting of addresses of recipient to which the message will be sent, to a recipient who has requested not to receive any such messages (however, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient's request not to receive such messages);


      7. (vii)
        Any sale, leasing, exchanging or otherwise transferring or releasing of any electronic mail address of an email recipient with knowledge that the recipient has made a request to stop receiving messages, either directly or indirectly, for any purpose other than compliance with a provision of law (however, this prohibition does not apply if there is affirmative consent by the recipient subsequent to the recipient's request not to receive such messages);


      8. (viii)
        Any initiation of any transmission of a CEMM unless the message provides the following:


        1. (a)
          Clear and conspicuous identification that the message is an advertisement or solicitation;


        2. (b)
          Clear and conspicuous notice of the opportunity through a mechanism for a replay electronic mail message, specified in the CEMM, for the recipient to decline to receive further messages from the sender; and


        3. (c)
          A valid physical postal address of the sender;


      9. (ix)
        Any accessing of another person's computer without authorization and intentional initiation of the transmission of multiple CEMMs from or through such computer;


      10. (x)
        Any accessing another person's computer to relay or retransmit multiple CEMMs with the intent to deceive or mislead recipients, or any Internet access service, as to the origin of the messages;


      11. (xi)
        Any material falsification of header information in multiple CEMMs and/or intentional initiation of the transmission of such messages;


      12. (xii)
        Any registration for an email account, user account or domain name using information that materially falsifies the identity of the actual registrant, and subsequent intentional initiation of the transmission of CEMMS from such accounts or domain names;


      13. (xiii)
        Any false representation to be the registrant, or the legitimate successor in interest of the registrant of an Internet Protocol address, and intentional initiation of the transmission of multiple CEMMs from such address; or


      14. (xiv)
        Any initiation of the transmission of a CEMM that includes sexually oriented material (i.e., any material that depicts sexually explicit conduct as defined in section 2256 of title 18, United States Code) to any recipient who has not given prior affirmative consent to the receipt of the message, where the CEMM


        1. (a)
          Fails to include in the subject heading of the message the marks or notices prescribed by the Federal Trade Commission for such messages; or


        2. (b)
          Fails to provide that the content of the CEMM that is initially viewable to the recipient when the message is opened, includes only-


          1. (1)
            the marks or notices prescribed by the Federal Trade Commission for such messages;


          2. (2)
            the mechanism and information necessary to provide the recipient with the opportunity to decline to receive any further such messages from the sender; or


          3. (3)
            the valid physical postal address of the sender.


  17. 17.
    Services and Products Provided "As Is". You acknowledge and agree that Company makes no guaranties or warranties of any kind with respect to the Affiliate Program or Program Materials provided by, through or in association with the Affiliate Program, and all Program Materials are provided to You "as is", and that Your participation in the Affiliate Program and use of the Program Materials, is solely at Your risk. Company disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Affiliate Program and any and all Program Materials of every kind supplied to You as part of the Affiliate Program.


  18. 18.
    Limitation of Liability. You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, attorneys, representatives, licensees, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company website(s), or arising from or in connection with the use of the Program Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company's services, content or Program Materials, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of HTML, regardless whether based upon breach of contract, negligence or any other claim or cause of action, In the event of any network downtime, computer or technical error We will not be held responsible for any lost hits, signups, traffic or income.


    1. 18.1
      Liquidated Damages. Notwithstanding the foregoing express limitations of liability, You acknowledge and agree that should Company, its officers, employees, independent contractors, authors, agents, attorneys, representatives, licensees, assigns or successors, be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in any Affiliate Program(s), that the maximum total dollar amount of liquidated damages for any and all of Your claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00). You acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability set forth in this Paragraph and elsewhere in this Agreement shall be construed to be as broad as is permissible under applicable law. You further acknowledge and agree that the Parties shall do any and all things reasonably required to ensure that the liquidated damages provisions set forth in this Paragraph are valid, effective and applicable as intended, including, without limitation, if necessary, to change the applicable choice of laws applicable for dispute resolution regarding matters involving liquidated damages to laws that do not limit the applicability of the terms set forth in this Paragraph limiting Company's liability, to the maximum extent permitted by law.


    2. 18.2
      Preservation Of Parties' Intent Regarding Liability Limitations And Liquidated Damages. To achieve the express intent of the Parties as set forth in Paragraph 18.1, if the laws of the jurisdiction set forth in Paragraph 25.2 materially limits or precludes the application of the limitation of liability and/or liquidated damages provisions set forth in this Agreement, or would, or would likely, impose such limitation bilaterally upon both You and the Company, notwithstanding the choice of laws and jurisdiction provisions set forth above, You and Company expressly agree that You and Company shall have the right, to the maximum extent permitted by law, to change the jurisdiction(s) and the choice of laws provisions of this Agreement, with respect to issues pertaining to the applicability of the liquidated damages and/or other provisions limiting the Company's liability set forth in this Agreement, to a jurisdiction in which there is no law or limitation that materially limits or precludes, jointly or independently, the application of the such provisions as they apply to limit Company's liability.


  19. 19.
    No Promises or Communications Regarding Revenue Generation or Profitability. You hereby confirm and acknowledge that You have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither Company, any agent or representative of Company, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other statement of any kind regarding:


    1. (i)
      The potential profitability or likelihood of success of Your participation in the Affiliate Program as set forth in this Agreement or otherwise;


    2. (ii)
      The possibility or likelihood that use of any products and/or services provided by Company pursuant to this Agreement can or will result in the recoupment of any funds expended by You for the promotion of Your website or any other purpose; or


    3. (iii)
      The existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Affiliate Program(s) pursuant to this Agreement.


    4. 19.1
      You expressly acknowledge and agree that the success of any business endeavors that involve Your participation in the Affiliate Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Your administrative capabilities, etc., and that the ultimate success or failure of Your business rests with You and not Company. You further expressly agree not to raise any claim of any kind against Company and agree to hold Company and its agents, officers, directors, and employees harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the Affiliate Program pursuant to this Agreement.


  20. 20.
    Company Has No Duty To Monitor. Company shall not be obligated to monitor, supervise or review Your activities in relation to Your participation in the Affiliate Program(s) You sign up for, and the Company shall not be responsible for any content appearing or otherwise distributed on, at or in association with Your website(s) including any Program Materials or other content that You receive from Us. You assume the full and sole responsibility and liability for the decision to display or include content on Your website, to distribute or make the content available to the viewers of Your website in various geographical areas, and for all decisions relating to the manner in which You permit or restrict access to Your website.


  21. 21.
    Modification Of This Agreement. We reserve the right to alter or modify these Terms and Conditions to the maximum extent permissible by law. . You expressly acknowledge and agree that the Company may modify this Agreement and that Your continued participation in the Affiliate Program (e.g., by sending traffic, and/or receiving payments, etc.) shall be deemed, to the maximum extent permissible by law, to be Your acceptance of the current version of this Agreement posted by the Company. You further acknowledge and agree that it is Your responsibility to click on the link to the current version of this Agreement frequently to check for modifications to this Agreement. You may access the current version of this Agreement at https://affiliates.flirt4free.com/terms.php. You expressly agree that Your failure to frequently check for modifications of these Terms and Conditions shall not be any excuse or reason for You fail to respond to any action taken by Us, or to Your failure to act, under these Terms and Conditions.


  22. 22.
    Termination. Either You or the Company may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon termination of this Agreement You shall immediately cease using all the Program Materials and other Company intellectual property provided to You by the Company under this Agreement or otherwise, and You shall immediately remove all Promotional Materials from all of Your website(s).


    1. 22.1
      Survival. The following provisions, including all subparagraphs thereof, shall survive the termination of Your participation in the Affiliate Program and the termination of this Agreement, regardless of the reason for such terminations: 1.2, 3.4, 4, 6.5, 6.6, 6.7, 7.1, 7.3, 7.4, 7.5, , 8, 9, , 11, 13, 14, 15, 17, 18, 21, 22.1, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, and 37.


  23. 23.
    Company's Right To Cancel. You acknowledge and agree that the Company reserves the right to cancel this Agreement at any time, for any reason, without prior notification. In such cases You will be notified and paid for accumulated funds up to that point in time, unless they were previously assigned or forfeited to the Company under the terms of this Agreement or another version of this Agreement. You expressly agree that notice to You by e-mail, to the e-mail address We have on file for You is considered sufficient notice for to terminate or cancel this Agreement. You further acknowledge and agree that the Company also reserves the right to cancel any and all Programs at its sole election at any time without any liability to You.


  24. 24.
    Entire Agreement; Modification; Assignment. This Agreement constitutes the entire agreement between You and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.


    1. 24.1
      You agree that Company may from time to time, in its sole and exclusive discretion, modify the quantity, type and quality of benefits provided to You hereunder either with or without notice. We may modify other terms and conditions at any time upon e-mail notice to You, by publication at the place that the Company maintains a webmaster resource area or by modification of this Agreement available at its current file location.


    2. 24.2
      You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to writing, agreed to in writing by the Company and signed by Company's duly authorized representative.


    3. 24.3
      You agree that no officer, employee or representative of You or Company has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement, and You acknowledge and agree that You have not executed this Agreement in reliance upon any such representation or promise.


    4. 24.4
      You acknowledge and agree that the failure of Company to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.


    5. 24.5
      You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any benefits hereunder may be assigned by You to any other person or entity.


    6. 24.6
      Modification. This Agreement may be amended at any time by the Company by updating the online version of this Agreement on the Website and/or by posting at https://affiliates.flirt4free.com/terms.php. You are advised to frequently check and review the current version of this Agreement, particularly before using any service provided by the Company.


    7. 24.7
      Assignment. You agree that Company may at any time, and without prior notice to You, freely assign all or part of its duties, obligations and benefits hereunder.


  25. 25.
    Dispute Resolution.


    1. 25.1
      Arbitration. Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement which are not first resolved informally by good faith attempts by the Parties after thirty (30) days, shall be referred to and determined by binding arbitration in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States of America. Notwithstanding the foregoing, any and all disputes, which the Parties cannot informally resolve, regarding the scope of issues or matter within the jurisdiction of the arbitrator, shall be resolved by a separate dispute resolution process whereby the Company in the Company's sole discretion shall elect the dispute to be resolved by either (1) a municipal or superior court of competent jurisdiction in Los Angeles, California or (2) a panel of three (3) new arbitrators. The prevailing party in the arbitration proceeding shall be entitled, in addition to any other remedies, to an award of reasonable attorneys' fees.


    2. 25.2
      Choice of Law. You agree that this Agreement and all disputes or controversies of any kind arising out of, arising under, or related to this Agreement, including without limitation, any and all disputes or controversies arising out of, or arising under, or related to, any of the Programs or any other services provided by the Company, or to any features or functions available on, in, at, through, or in association with, or in any other way relating to, any of the Company's Affiliate Programs, and/or any content provided by the Company or by any performers providing content in, at, on or through Flirt4Free®, Psychics Live™ or any other service provided by the Company, shall all be governed by and construed under the laws of the State of California and the United States, as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The choice of law provisions shall apply regardless of Your country of origin or from where You access the Internet and/or any Services provided by Company, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the Parties hereto shall be governed solely by the substantive statutory and common law of the state of California.


    3. 25.3
      Venue and Jurisdiction. You and the Company hereby agree that the venue for all legal disputes, controversies, and actions of any and every kind arising under or related to this Agreement shall be Los Angeles, California. Further, You and Company agree that in case of any litigation requiring or involving any filing of a lawsuit with a court, such litiga-tion shall be, depending on the subject matter of the dispute, under the jurisdiction of either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles or the United States District Court for the Central District of California, Western Division. You hereby consent and stipulate to the jurisdic-tion of the Courts of the State of California and the United States District Court, Central District of California, Western Division.


    4. 25.4
      TIME LIMITATION. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST OR INVOLVING COMPANY OR ANY OF ITS PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR ATTORNEYS ARISING OUT OF, ARISING UNDER, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE FOREVER BARRED. NOTWITHSTANDING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE AFORESAID TIME LIMITATION SHALL NOT APPLY TO ANY CLAIMS OR CAUSES OF ACTION THAT THE COMPANY MAY HAVE AGAINST YOU, INCLUDING ANY CLAIMS OR CAUSES OF ACTION ARISING FROM ANY BREACH OF WARRANTY OR OTHER OBLIGATION SET FORTH IN THIS AGREEMENT, OR ANY RELATED AGREEMENT (E.G., THE FLIRT4FREE® WEBSITE TERMS OF USE AGREEMENT), BY YOU.


  26. 26.
    Mutually Drafted Agreement. For purposes of construction of this Agreement, both Company and You shall be deemed to have mutually drafted this Agreement and all parts thereof. If You would like to negotiate other terms or otherwise modify this Agreement before providing your assent and agreement, please contact the Company at sales@flirt4free.com. You hereby acknowledge and agree that this is not a contract of adhesion and that You shall not raise any claim to the effect that this Agreement constitutes a contract of adhesion or is unconscionable in any way. Paragraph and subparagraph headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.


  27. 27.
    Severance. If any provision of this Agreement is held void or unenforceable to any extent, such provision shall be deemed excised and removed to make the remaining provisions enforceable. Unless otherwise specifically provided, the provisions of this Agreement shall survive its termination.


  28. 28.
    Force Majeure. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, without limitation, acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other force majeure cause beyond the party's direct control, including but not limited to, the issuance of an order by any regulatory, administrative, judicial or legislative prohibiting or interfering with either party from carrying on its day-to-day operations as contemplated under this Agreement.


  29. 29.
    Review By Your Attorney. This is a legal contract. Like all legal contracts, You are advised to procure appropriate legal advice before entering into this Agreement. Company strongly suggests that You review this Agreement with Your attorney prior to its execution if You have not already done so. You acknowledge and agree that Company did not pressure You or otherwise require You to enter into this Agreement without having sufficient time and opportunity to consult with an attorney of Your choosing. You acknowledge and agree that nothing herein and no statement by the Company or any of Company's principals, officers, directors, shareholders, employees, representatives, agents, attorneys, affiliates, assigns or successors or any other person associated with Company has in any way prevented or inhibited You in any way from freely seeking such legal advice prior to Your entering into this Agreement. You hereby acknowledge and agree that You are not, and at no time were, under any time constraint imposed by the Company to agree to this Agreement or to receive any service from the Company or participate in any Affiliate Program offered by the Company, use any part of the Company's website(s) or engage in any activity associated with Flirt4Free®, and You acknowledge that You may forego such participation without any obligation or sanction for having done so by not entering into this Agreement. You acknowledge and agree that nothing prevents You from leaving this website and seeking counsel to review this Agreement and assist You prior to Your agreement hereto. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair, and that all terms have been fully disclosed in writing. You acknowledge that You have either had competent counsel review this Agreement and provide You with legal consultation regarding it and all transactions that might be associated herewith or You have knowingly and voluntarily decided not to do so. If You have elected not to have an attorney review this Agreement and advise You regarding it, You expressly agree and warrant that You shall not at any time (i) raise the fact that You have not had an attorney review this Agreement or (ii) claim the You were not provided a fair and reasonable opportunity to have an attorney review this Agreement and advise You regarding the matters set forth herein before You entered into this Agreement and assented to all its provisions.


  30. 30.
    Government Notice. Some scripts and other programming and software elements associated with Affiliate Program and/or Program Materials have been developed at private expense and constitute "restricted computer software" or "commercial computer software" within the meaning of United States Federal Acquisition Regulations or United States Defense Federal Acquisition Regulations, and similar regulations relating to government acquisition of computer software. Nothing in this Agreement shall be construed or be deemed to license or grant any government agency any rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or restrict any government rights in materials, if any, that may be provided hereunder that are developed at government expense.


  31. 31.
    Acceptance And Execution Of This Agreement.


    1. 31.1
      Your Assent and Valid Execution By Any Reasonable Means Is The Intent By The Parties. You agree that You and Company expressly intend that You shall be deemed to have agreed to have provided your assent and agreement to enter into this Agreement, to have validly executed this Agreement, and to be bound by all its terms, conditions, duties, obligations, warranties, indemnifications and other provisions at the moment You provide Your assent to this Agreement by any reasonable means, including, without limitation, by clicking or otherwise engaging an acceptance button, icon, link, or any other communication in association with this Agreement in which the words "I agree", "I accept . . ." , "submit" or any similar terms or language appears or is otherwise associated. By providing such assent or other agreement to this Agreement or by supplying Company with information to enroll you into the Affiliate Program, You are also acknowledging that You have completely read and understand this Agreement.


    2. 31.2
      Broad Interpretation of Reasonably Means of Providing Assent. You also agree that You shall be deemed to have acknowledged, affirmed and agreed to all the provisions of this Agreement by using any means that may broadly be interpreted as an act of affirmation, agreement, acceptance or acknowledgement of this Agreement or any part thereof, including, without limitation:


      1. (i)
        by any means set forth in Paragraph 31.1 above, including, for example, by clicking the button that is posted at the signup page indicating that You have read and agree to these Terms and Conditions;


      2. (ii)
        by not opting out of an assent to this Agreement, for example by not un-checking or deactivating a checked box indicating that You accept or agree to these Terms and Conditions;


      3. (iii)
        by using any Program Materials in any manner, regardless of whether such use is by You directly or indirectly through a person or entity under Your control;


      4. (iv)
        by participating in the Affiliate Program in any manner, including by causing the sending of any Referral;


      5. (v)
        by causing the sending to You or the receiving by You of one or more payments from Company or its agent(s);


      6. (vi)
        by causing the sending to any person or entity under our direct or indirect control one or more payments from Company or its agent(s);


      7. (vii)
        by subsequently accessing any "webmaster" area associated with the Affiliate Program or other area of any Company website associated with the Affiliate Program; or


      8. (viii)
        by engaging in any other action that reasonably indicates Your intention to participate in the Affiliate Program or Your actual participation in the Affiliate Program.


  32. 32.
    English. You hereby acknowledge and affirm that You are sufficiently fluent in the English language to fully understand all the provisions of this Agreement. The Parties agree that in the event that this Agreement is translated for any reason, in the event of any ambiguities or disputes resulting from such translation(s), the English version of this Agreement shall control and govern in all situations.


  33. 33.
    E-Sign Act. You and Company expressly agree that this Agreement is intended by You and the Company to be governed by the Electronic Signatures in Global and National Commerce Act ("E-Sign Act") and other applicable statutory and common law that best effectuates the Your express intent and the Company's express intent to create a fully enforceable agreement indisputably binding You and the Company to all the terms, conditions and other provisions set forth in this Agreement. You further acknowledge and agree that You will be deemed to have manifested Your agreement to this Agreement by any act that reasonably demonstrates Your assent to this Agreement, including, without limitation, by any means set forth in Paragraph 31.2 above. You agree that by providing Your assent to this Agreement You will be consenting to having information regarding this transaction provided to You by electronic record. You acknowledge that You may access and obtain an electronic version of the executed copy of this Agreement, free of charge at: http://affiliates.flirt4free.com/terms.php. Access to the electronic record of this Agreement requires a simple browser program such as Internet Explorer™, Firefox™ or Safari™, an Internet connection, and a computer. You acknowledge that Your computer equipment, and changes thereto, may affect Your ability to obtain an electronic version of the executed document. You acknowledge and agree that if any applicable law requires that information regarding this transaction be provided to You in writing, that You have the option of having such information provided to You on paper and that You may withdraw consent to have a record of such information provided to You electronically by emailing Company at sales@flirt4free.com. You may update information for Company to contact You, and for You to obtain a paper copy of the aforementioned required information, if any, at no cost, by emailing Company at the same address. You acknowledge that until You electronically provide Your assent to this Agreement You have the option of entering into a hard copy paper version of this Agreement by request to the Company at sales@flirt4free.com.


  34. 34.
    No Contest Of Validity Of This Agreement. As a material condition for Your authorized use of the Website and/or receipt of Services, You agree that You will not contest the validity or enforceability of this Agreement on the ground that Your acceptance was not unequivocally and knowingly provided by Your providing Your acceptance by and method set forth in Paragraph 31.2, including, without limitation, by Your use of the Affiliate Program, and/or Your engaging any button, hyperlink or similar feature reasonably signifying Your acceptance of this Agreement by engagement of such feature.


  35. 35.
    Export Control. Your acknowledge that Your use of the Affiliate Program and other services provided by the Company may be subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You agree that You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving products originating in the United States, including services or software.


  36. 36.
    Independent Contractor. The Parties do not desire or intend that any employment relationship shall at any time arise or otherwise exist between them. The Parties further expressly desire that their relationship shall at all times be construed be that of independent contractors to the maximum extent permissible by law. You hereby acknowledge and agree that You shall at all times control the manner and means of Your participation in each Affiliate Program that you participate in subject to the terms and conditions governing participation in the subject Affiliate Program. You also agree and warrant, on behalf of Yourself and Your successors in interest, that You will not at any time contest or challenge Your independent contractor status and that neither You nor any of Your successors in interest will at any time claim that You are, or were at any time, an employee of the Company.


  37. 37.
    Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors and assigns.

    YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU FULLY UNDERSTAND AND AGREE TO ALL ITS TERMS.


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