This Agreement contains the complete terms and conditions which apply to your participation as a member of the Adult Profit Network Affiliate Program (the "APN Program"). As used in this Agreement, "you" or "your" means the applicant/participating member. The APN Program is also referred to in this Agreement as the "Affiliate Program".

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND THAT 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.

GENERAL TERMS APPLICABLE TO THE APN PROGRAM

1. Enrollment in this Program. To begin the enrollment process, you will submit a completed application through our website: http://www.adultprofitnetwork.com. In order to enroll and participate in the Affiliate Program, you must be over the age of eighteen (18) years, or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. You may not participate in the Affiliate Program in any way if you are not of the age of majority in the state, province or country where you reside and/or conduct business. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine that your site(s) are unsuitable for the Program for any reason. Our reasons may include, but are not limited to, that we believe your site(s) incorporate images or content that are unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject your application if we believe your site(s) facilitate illegal activity, promote violence or promote or assist others in promoting copyright infringement or if you provide incomplete and/or inaccurate information on your submitted application.

2. Responsibility for Your Site. While we will review your site(s) for suitability in the Affiliate Program, you will be solely responsible for the development, operation and maintenance of your site(s) and for all materials that appear on your site(s). We shall have no responsibility for the development, operation and maintenance of your site(s) and for any materials that appear on your site(s). You shall also be responsible for ensuring that materials posted on your site(s) 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(s) are not libelous or otherwise illegal (including depictions of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal). You must have express permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law.

A. Child Pornography. We are especially adamant that no sites associated in any way with the APN Program contain child pornography. We maintain a zero tolerance policy towards anything related to child pornography. Not only do we prohibit pictures which depict or insinuate sexual images of persons under the age of eighteen (18), we also prohibit words which may insinuate sexual images of persons under the age of eighteen (18). The following is a list of words (which may be amended at any time) which may not be used anywhere in the HTML or graphics on your site(s):

adolescent animal sex banned beast beastality bestiality Cherie child children Disney elementary fifteen forced sex fourteen high school High Society Hustler insest illegal juvenile kid kidnapped Kids kindergarten lolita lolita teen

minor pet Pets Playboy Playmate preteen pre-teen prom queen puberty rape seventeen sixteen teen lolita thirteen unconcensual underage young boy young chid young girl young school boy young school girl young teen youth

B. Bulk E-Mailings: Acceptable and Non-Acceptable Use. Webmasters may promote APN approved paysites through the transmission of bulk e-mail. Webmasters may not promote the APN Program and related products through the transmission of unsolicited bulk e-mail (UBE). If you chose to transmit bulk e-mail, you must have an existing and provable relationship between the e-mail recipient and the sender. You, or the sender of the bulk e-mail, must have obtained the recipients e-mail address through a verifiable opt-in procedure. If we receive a complaint from a person who received a promotional e-mail from you, we will require that you demonstrate to us that the recipient did not receive UBE from you or someone transmitting the e-mail on your behalf. Failure to demonstrate this will result in your termination from the Affiliate Program.

The following acts are also strictly prohibited and your participation in the APN Program will be terminated if you engage in them:

1. You may not transmit e-mail that makes use of or contains invalid or forged headers, invalid or non-existing domain names or other means of deceptive addressing;
2. You may not transmit e-mail that is relayed from any third party’s mail servers without the permission of that third party or which employs similar techniques to hide or obscure the source of the e-mail.
3. You may not harvest or collect screen names from any internet service provider (ISP) for the purpose of sending unsolicited e-mail.

C. Other Grounds for Termination In addition to the foregoing, we will immediately terminate your participation in the Affiliate Program and forfeit of all monies due if we believe you have engaged in any of the following:

• Altering by electronic, mechanical or automated means or other technologies, that may now exist or come into existence, the APN webmaster affiliate code or APN site URLs belonging to or identified with accounts other than your own, or causing the modification or substitution of APN webmaster affiliate code or APN site URLs belonging to or identified with accounts other than your own that may reside within or originate from a third party system in the form of bookmarks, cached pages, cookies or other stored forms that may be passed to the APN system by user operation of said third party system.
• Any form of spamming including, but not limited to unsolicited email, IRC postings, newsgroups, and/or instant messaging clients;
• Publishing, transferring, reassigning, disclosing, distributing, or permitting any other person to use your APN account;
• Providing inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;
• Attempts to cheat, defraud or mislead us in any way;
• Misrepresenting to the public the terms and conditions of the APN approved websites or your site(s);
• Promotion of APN or APN approved websites on password sites, MP3 sites or warez sites;
• Owning or operating a website in connection with a person who is under eighteen (18) years of age; and/or under the age of majority in states, provinces or countries where the age of majority is greater than eighteen (18) years;
• Inclusion of stolen or unauthorized content on your site(s);
• Inclusion of our copyrighted and/or trademarked materials, including our site graphics, text, and/or concepts, not used in the context of linking to an APN approved paysite as described above.

  Affiliate acknowledges that he or she is privy to certain confidential and proprietary information which becomes known during the course of paysite promotion. Affiliate shall not use or disclose said information in any way, including, but not limited to, developing a competing or otherwise similar Website to that of an existing APN paysite. Failure to comply with this is cause for immediate termination from the program and forfeit of all monies due.

  3. Term of the Agreements. The term of this Agreement will begin upon our acceptance of your 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 email, to your email address in our records, is considered sufficient notice for us 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 commission 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.

  4. 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 email, to your address in our records, or notice posted on our site, is considered sufficient notice to you of a change 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 modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions.

  5. 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 have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site(s) 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 the terms of this Agreement.

  6. 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.

  7. 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. You further represent and warrant 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 (i) the 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, internet service provider or other person or entity provide COMPANY with notice that you have engaged in transmission of unsolicited emails or have engaged in otherwise unlawful conduct or conduct in violation of internet 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.

  8. Confidentiality. We may disclose to you certain information as a result of your participation in the Affiliate Program which 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:

  A. Any modifications to the terms and provisions of this Agreement made specifically for you or your site(s) and not generally available to other members of the Affiliate Program,

  B. Website, business, and financial information relating to COMPANY, and

  C. 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 remain secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose, except to the extent that any such information is generally known or available to the public or if disclosure is required by law or legal process.

  9. 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"), insofar as the losses (or actions in respect thereof) arise out of or are based on

  A. Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party;

  B. The breach of any promise, covenant, representation or warranty made by you herein; or

  C. Or any claim related to your site(s).

  10. Disclaimers. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 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(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

  IN ADDITION, WE MAKE NO WARRANTY, EXPRESS 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 USE OR SUCH THIRD PERSON'S USE OF THE INFORMATION.

  11. Miscellaneous. Terminated accounts cannot later apply to the Affiliate Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. The sole and exclusive venue for any action arising under this Agreement will be the state and federal courts sitting in Newport Beach, California, and you hereby submit to the jurisdiction and venue of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be 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.

  TERMS SPECIFIC TO THE ADULT PROFIT NETWORK AFFILIATE PROGRAM

  12. Single Application. We only allow one application per 24-hour period. If your application was rejected because you submitted erroneous information, please resubmit an application with correct information the following day.

  13. Forms of Promotion. As the owner/operator of 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 (collectively referred to herein as "Links" or "the Links") to APN approved websites, 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 email program will result in your immediate termination from the APN 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(s). 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(s) for the sole and exclusive purpose of promoting APN approved websites. 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.

  14. Commissions for Sign-ups to APN Approved Subscription Based Adult Content Paysites. As a participating member in the APN Program you have the following form of commission payout available to you for sign-ups to APN approved paysites:

  Recurring: We will pay you a commission equal to 50% of each sign-up coming from your Links up to a maximum of 99 sign-ups. If you achieve 100 or more signups during a 2 week term -- either from the 1st through the 15th of the month or the 16th through the 30/31st of the month, APN will increase your commission to 60% for all signups achieved during that period.

  5% Webmaster Referral: You receive 5% for each Webmaster you refer who signs up in our Affiliate Program. The referred Webmaster must not have participated in the APN Affiliate Program at any time before he or she is referred to APN by you.

Commission rates are subject to change from time to time, upon email notice to you and/or notice posted on our site. Note that a commission will only be paid if the visitor to an APN approved site can be tracked by the system from the time of the click on your Link to the time of the sale. No commission will be paid if the visitor's payment to the APN Program cannot be tracked directly to your site by our system or if full payment for services is not made to us by the customer.

15. Commission Payment. Commissions due and owing to you under the APN Program will be paid directly to you by Digimead, LLC. The payout schedule is generally 8 days following the close of the bi-monthly signup period (1st-15th and 16th -30/31st). The minimum payout is $25, with amounts being carried over to subsequent payout periods until the minimum payout is reached.

16. Insufficient Activity. If, as a participating member, you fail to send traffic (i.e., uniques) to the APN Program for any consecutive sixty (60) day period, we reserve the right to terminate your membership in the APN Program. If your membership is terminated for this reason, you may apply for a new account.

17. Illegal Content. Webmaster must have the legal right to use all content and material used to create Web pages which promote sites in the APN Program. APN reserves the right to terminate your membership in the APN program if the use of illegally owned content is brought to its attention. If your account is cancelled for this reason, all monies due to you will be forfeited.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND THAT 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