AFFILIATE PROGRAM AGREEMENT

This Agreement contains the complete terms and conditions that apply to your participation as a member of the GayDatingCash Affiliate Program (the "Program") (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 CLICKING ON THE "ACCEPT" BUTTOM AT THE END OF THIS DOUCMENT 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 AGRREMENT 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.

Enrollment in this Program. To begin the enrollment process, you will submit a completed Program Application through our website. Your account will be instantly active in our program. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we 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").
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 SPAM. 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. 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.
Commissions. The GayDatingCash - FreeProgram uses a flat-fee commission payout of $35.00 per Signup: We will pay you a commission equal to $35.00 per confirmed credit card or check subscriber beginning August 1st.

The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice. Net Income in a given monthly reporting period may be reduced for credit card chargebacks or credit backs resulting from prior months' activities. 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. No commission will be paid for signups made by you or anyone within your organization.
Commission Payment. Commissions due and owing to you under the Program will be paid to you directly by COMPANY twice per month: on the 10th day and 25th day of the month. For example, January 1 - January 15 paid on January 25; January 16 - 31 paid on February 10. Payments will be in the form of a COMPANY check 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!!).
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.
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. 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:

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.
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.
Relationship of Parties. You and COMPANY are independent contractors, and 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.
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.
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.
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.
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. 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.
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.
Miscellaneous. Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of Florida, 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. Any dispute regarding any breach of this Agreement shall be litigated in the State of Florida, County of Broward, as the exclusive forum and venue for any such dispute, and by accepting the terms of this Agreement, you agree to remit to the form, venue, and jurisdiction of the courts of Broward County, Florida.

ADDENDUM A

ALL AFFILIATION PROGRAM PARTICIPANTS THAT SEND COMMERCIAL E-MAILS AND SEXUALLY-ORIENTED E-MAILS

PLEASE BE AWARE THAT THE UNITED STATES CONGRESS RECENTLY ENACTED NEW ANTI-SPAM LEGISLATION, ENTITLED THE "CAN-SPAM ACT of 2003" (the "ACT") THAT WILL AFFECT HOW YOU SEND E-MAIL MESSAGES UNDER THIS SITE'S AFFILIATION PROGRAM. AS A RESULT OF THIS NEW LAW, WHICH BECAME EFFECTIVE JANUARY 1, 2004, ANY PROGRAM PARTICIPANT THAT SENDS COMMERCIAL E-MAILS ADVERTISING COMPANY'S PRODUCTS AND SERVICES TO ANY U.S. RECIPIENT MUST COMPLY AS FOLLOWS:

SOLICITED COMMERCIAL E-MAILS. ANY UNSOLICITED COMMERCIAL E-MAIL ADVERTISING THE COMPANY'S PRODUCTS AND SERVICES MUST INCLUDE THE FOLLOWING:

CLEAR AND CONSPICUOUS IDENTIFICATION OF THE MESSAGE AS AN "ADVERTISEMENT" OR "SOLICITATION."

NOTICE THAT THE E-MAIL RECIPIENT MAY CHOOSE NOT TO RECEIVE ADDITIONAL E-MAILS REGARDING THE COMPANY'S SERVICES AND PRODUCTS.

A RETURN E-MAIL ADDRESS OR OTHER EFFECTIVE INTERNET MECHANISM THE E-MAIL RECIPIENT MAY USE TO NOTIFY YOU THAT IT DOES NOT WISH TO RECEIVE ADDITIONAL E-MAILS REGARDING THE COMPANY'S PRODUCTS AND SERVICES. PER THE STATUTE'S REQUIREMENT, THE "OPT-OUT" MECHANISM MUST BE AVAILABLE FOR AT LEAST 30 DAYS AFTER THE TRANSMISSION OF THE ORIGINAL E-MAIL AND YOU OR ANY PARTY WORKING ON YOUR BEHALF MUST HONOR ANY SUCH OPT-OUT REQUESTS WITHIN 10 DAYS OF THE REQUEST.

YOU MAY NOT SELL OR OTHERWISE TRANSFER TO ANYONE ELSE THE E-MAIL ADDRESSES OF THOSE PERSONS CHOOSING NOT TO RECEIVE ADDITIONAL E-MAILS.

E-MAIL MESSAGES CONTAINING SEXUALLY ORIENTED MATERIAL MUST INCLUDE A WARNING LABEL OF SUCH IN THE SUBJECT HEADING. YOU MUST ALSO INDICATE THAT UNLESS THE RECIPIENT TAKES FURTHER ACTION TO VIEW THE SEXUALLY ORIENTED MATERIAL, THE MESSAGE INITIALLY VIEWABLE TO THE RECIPIENT WHEN THE E-MAIL IS OPENED INCLUDES ONLY THE WARNING LABEL AND INSTRUCTIONS ON HOW TO ACCESS, OR A MECHANISM TO ACCESS, THE SEXUALLY ORIENTED MATERIAL.

ALL COMMERCIAL E-MAILS. YOU ARE PROHIBITED FROM SENDING ANY SOLICITED OR UNSOLICITED COMMERCIAL E-MAILS ADVERTISING COMPANY'S SERVICES AND PRODUCTS THAT CONTAIN THE FOLLOWING

FALSE OR MISLEADING HEADER INFORMATION.
HEADER INFORMATION THAT IS TECHNICALLY ACCURATE, BUT INCLUDES AN ORIGINATING E-MAIL ADDRESS, DOMAIN NAME OR IP ADDRESS OBTAINED THROUGH FALSE OR FRAUDULENT MEANS.

HEADER INFORMATION THAT FAILS TO ACCURATELY IDENTIFY THE COMPUTER USED TO ORIGINATE THE MESSAGE IN AN ATTEMPT TO DISGUISE THE ORIGIN OF THE E-MAIL.

FALSE OR MISLEADING SUBJECT HEADINGS

PROHIBITED COMMERCIAL ACTIVITIES. YOU ARE PROHIBITED FROM ENGAGING IN THE FOLLOWING PREDATORY AND ABUSIVE COMMERCIAL ACTIVITIES:

SENDING COMMERCIAL E-MAIL MESSAGES USING E-MAIL ADDRESSES OBTAINED THROUGH AN AUTOMATED MEANS FROM AN INTERNET WEBSITE OR PROPRIETARY ONLINE SERVICE OPERATED BY ANOTHER PERSON WHO HAD AGREED NOT TO GIVE, SELL OR OTHERWISE TRANSFER THE RECIPIENTS' INFORMATION TO ANOTHER PARTY.

SENDING COMMERCIAL E-MAIL MESSAGES USING E-MAIL ADDRESSES OBTAINED THOUGH AN AUTOMATED MEANS THAT GENERATES POSSIBLE ELECTRONIC MAIL ADDRESSES BY COMBINING NAMES, LETTERS OR NUMBERS INTO NUMEROUS PERMUTATIONS.

USING A COMPUTER WITHOUT AUTHORIZATION TO SEND E-MAIL MESSAGES THAT VIOLATE THE ANTI-SPAM LAW.

USING A COMPUTER TO RELAY OR RETRANSMIT E-MAIL MESSAGES, WITH THE INTENT TO DECEIVE OR MISLEAD RECIPIENTS, OR ANY INTERNET ACCESS SERVICE, AS TO THE ORIGIN OF SUCH MESSAGES.

USING A SCRIPT OR OTHER AUTOMATED MEANS TO REGISTER FOR E-MAIL ACCOUNTS OR ONLINE USER ACCOUNTS FROM WHICH COMMERCIAL E-MAIL ADVERTISEMENTS THAT VIOLATE THE U.S. ANTI-SPAM LAW WILL BE FORWARDED.

THE ABOVE-MENTIONED REQUIREMENTS WILL BE INCORPORATED INTO AND ARE IN ADDITION TO COMPANY'S EXISTING ANTI-SPAM POLICIES AS SET FORTH IN THE COMPANY AFFILIATE PROGRAM AGREEMENT. BY CLICKING THE ACCEPT BUTTON HEREIN-BELOW, YOUR ARE AGREEING THAT YOUR HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS SET FORTH HEREIN-ABOVE. PLEASE NOTE THAT THE INFORMATION PROVIDED IN THIS POSTING IS NOT LEGAL ADVICE. YOU AND YOUR LEGAL COUNSEL ARE RESPONSIBLE FOR READING AND INTERPRETING THE ANTI-SPAM LAW ON YOUR OWN (CLICK HERE TO ACCESS LINK TO LAW, http://www.spamlaws.com/federal/108s877.html).

YOUR COMPLIANCE WITH THE CAN-SPAM ACT IS AN EXPRESSED CONDITION OF YOUR BECOMING AND/OR CONTINUING TO BE AN AFFILIATE OF THE COMPANY. FAILURE TO COMPLY WITH ANY ONE OF THE TERMS OR THE LAW WILL LEAD TO THE IMMEDIATE TERMINATION OF YOUR ACCOUNT. IT BEING UNDERSTOOD THAT IT IS DIFFICULT, IF NOT IMPOSSIBLE FOR COMPANY TO ASCERTAIN THE PRECESE AMOUNT OF DAMAGES IT WILL SUFFER AS A RESULT OF YOUR BREACH OF THE TERMS CONTAINED IN THIS ADDENDUM, IT IS UNDERSTOOD THAT ANY COMMISSION EARNINGS ACCRUED TO DATE MAY BE RETAINED BY COMPANY AS LIQUIDATED DAMAGES IN THE EVENT OF ANY SUCH BREACH. YOU ALSO AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY HARMLESS, AS WELL AS ITS AGENTS AND AFFILIATED COMPANNIES, FROM ANY COST, EXPENSE, LAWSUIT, CLAIM, OR LIABILITY OF WHATEVER NATURE WHATSOEVER ARISING OUT OF ANY BREACH OF YOUR OBLIGATIONS CONTAINED HEREINABOVE.

ADDENDUM B

TO: ALL AFFILIATION PROGRAM PARTICIPANTS THAT SEND COMMERCIAL E-MAILS AND SEXUALLY-ORIENTED E-MAILS

PLEASE BE AWARE THAT THE UNITED STATES CONGRESS HAS JUST ISSUED ITS FINAL RULE (the "FINAL FTC RULE") IN CONNECTION WITH "CAN-SPAM ACT of 2003" (the "ACT") THAT WILL AFFECT HOW YOU SEND E-MAIL MESSAGES UNDER THIS SITE'S AFFILIATION PROGRAM. WHICH BECOMES EFFECTIVE MAY 19, 2004.

ANY PROGRAM PARTICIPANT THAT SENDS COMMERCIAL E-MAILS ADVERTISING COMPANY'S PRODUCTS AND SERVICES TO ANY U.S. RECIPIENT MUST COMPLY WITH THE FTC FINAL RULE WHEN SENDING SEXUALLY ORIENTED EMAILS TO PROMOTE OUR PRODUCTS AS FOLLOWS:

The exact phrase "SEXUALLY-EXPLICIT:" must be contained in capital letters as the first 19 characters at the beginning of the subject line. This phrase in the subject line must be in ASCII format;
The exact phrase "SEXUALLY-EXPLICIT:" must be in capital letters as the first 19 characters in the "brown paper wrapper" area of the email message. The Brown Paper Wrapper refers to the opening portion of the e-mail that is immediately visible to the recipient, without scrolling down or taking any other affirmative steps to view the message. Sexually explicit material can be displayed beneath the "brown paper wrapper" area of the email message or accessible by clicking on a ling;
A valid postal address must be displayed in the "brown paper wrapper" area of the email message. You must include the following information in this section: "This offer was sent on behalf of __________(name and address of affiliate must appear in the blank space);
In addition, , the "brown paper wrapper" area must indicate that the message itself is an advertisement or solicitation, and contain an e-mail address that the recipient can reply to declining any further commercial e-mail messages from the sender;
As CAN SPAM covers both visual images as well as the written word, the subject line must not contain text with written descriptions of Sexually Explicit Conduct. Also the "brown paper wrapper" area of the email message must not contain Materials with Sexually Explicit Conduct. Sexually Explicit Conduct means actual or simulated sexual intercourse [including genital-genital, oral-genital, anal-genital, or oral-anal, whether heterosexual or homosexual]; bestiality; masturbation; sadistic or masochistic abuse; or lascivious exhibition of the genitals or pubic area of a human being.

YOUR COMPLIANCE WITH THE CAN-SPAM ACT IS AN EXPRESSED CONDITION OF YOUR BECOMING AND/OR CONTINUING TO BE AN AFFILIATE OF THE COMPANY. FAILURE TO COMPLY WITH ANY ONE OF THE TERMS OR THE LAW WILL LEAD TO THE IMMEDIATE TERMINATION OF YOUR ACCOUNT. IT BEING UNDERSTOOD THAT IT IS DIFFICULT, IF NOT IMPOSSIBLE FOR COMPANY TO ASCERTAIN THE PRECESE AMOUNT OF DAMAGES IT WILL SUFFER AS A RESULT OF YOUR BREACH OF THE TERMS CONTAINED IN THIS ADDENDUM, IT IS UNDERSTOOD THAT ANY COMMISSION EARNINGS ACCRUED TO DATE MAY BE RETAINED BY COMPANY AS LIQUIDATED DAMAGES IN THE EVENT OF ANY SUCH BREACH. YOU ALSO AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY HARMLESS, AS WELL AS ITS AGENTS AND AFFILIATED COMPANNIES, FROM ANY COST, EXPENSE, LAWSUIT, CLAIM, OR LIABILITY OF WHATEVER NATURE WHATSOEVER ARISING OUT OF ANY BREACH OF YOUR OBLIGATIONS CONTAINED HEREINABOVE.

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.

Note: Your Affiliate Program Application will be presented upon accepting this Affiliate Program Agreement.

Gay Dating Cash