This Internet Webmaster Agreement (the “Agreement”) is between you and ShanesWorldCash.com, 1. Participation. In order to enroll and participate as a Webmaster in the ShanesWorldCash Program, you must be over eighteen (18) years of age [21 years of age in the States of AL, MS, NE, WY], 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 of age. You must be the owner of the website or the individual vested with the authority to enter into contracts on behalf of the entity that owns the rights to your website. You may not participate in the ShanesWorldCash.com Program in any manner if you are not of the age of majority in the state, province or country where you reside and/or conduct business. ShanesWorldCash.com will not accept Webmasters from: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kalingrad, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yugoslavia and any other country or place that viewing, downloading or the use of materials from ShanesWorldCash.com would or could reasonably constitute a violation of any law, regulation, rule or custom. Further ShanesWorldCash.com will not accept Webmasters from any foreign country designated under 31 C.F.R. Part 515. 2. Definition of Active Webmaster. An active Webmaster is defined as a Webmaster that has sent a minimum number of valid referrals, which result in, qualified signups on a monthly basis (the required minimum number is randomly between 4-8 in a period of 30 days) to the program. Relatives and employees are not eligible as referrals and any attempt to refer ineligible individuals to the program will result in immediate account termination. 3. Definition of Qualified Signup. A qualified signup is a signup of a valid referral that does not result in a refund or reversal in the first 24 hours of membership and is not in violation of the terms of this agreement. 4. Definition of Valid Referral. A referral is valid if it is not in violation of the terms of this agreement. ShanesWorldCash.com will not accept accounts from any country or place that viewing, downloading or the use of materials from ShanesWorldCash.com would or could reasonably constitute a violation of any law, regulation, rule or custom. Further ShanesWorldCash.com will not accept accounts from any foreign country designated under 31 C.F.R. Part 515. Extenuating circumstances may be negotiated by contacting our webmaster for consideration. 5. Payment. The Pay Period shall run in monthly periods defined as from the 1st of the month to the 28th, 30th, or 31st of the month. Payments for the pay period from the 1st of the month to the end of each calendar month are processed for payment 15 days from the close of each pay period. (I.E. A pay period for Aug 1st - Aug 31st would be paid out on Sep 15th). If the 15th day following the pay period in question is not a business day, payments shall be posted on the first business day following the 15th day after the business day in question. ShanesWorldCash affiliates will have their first payment processed (assuming that the minimum payout amount has been reached) 15 days (15 days) after the close of the respective monthly pay period. You also acknowledge and agree that you shall not be entitled to a commission or referral fee from ShanesWorldCash.com for any subscription, which ShanesWorldCash.com in its sole and unfettered discretion determines, is the result of possible fraudulent activity. Payments for any particular pay peiod in question are sent out 15 calendar days following the pay period in question. (Example: If you are inquiring as to when a payment for a period covering Jan 1 - Jan 31st would be sent. The answer to that question is Feb 15th). Payments are made 15 days following the end of any given pay period. 6. You also acknowledge and agree that You shall not be entitled to a commission or referral fee from Shane Enterprises for any subscription which Shane Enterprises determines is the result of possible fraudulent activity. You further acknowledge and agree that Shane Enterprises 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. Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities: (i) Where the subscriber has used or attempts to use a credit card number which is in a negative data base; (ii) Where there are multiple subscriptions from a single IP address within a short period of time; (iii) Where there are sequential or multiple subscriptions under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers; (iv) Where there is a pattern of "bursting subscriptions" characterized by numerous subscriptions from a website in a relatively short time span (the "bursting period"), where there has been history of few subscriptions from that website before or after the bursting period. (v) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database; (vi) Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number. 7. Charge Backs. ShanesWorldCash.com reserves the right to cancel any Webmaster’s account that has an unusually high number of charge-backs and refunds as decided in the sole and unfettered discretion of ShanesWorldCash.com. Any monies, which are due to any Webmaster whose account has been terminated due to charge-backs and refunds, will be forfeited as partial damages under the terms of this agreement. 8. Modification to Terms of Service. ShanesWorldCash.com shall have the right to modify any of the terms and conditions contained in this Agreement at any time and in its sole and unfettered discretion. Notice of any change in the terms and conditions by e-mail, to the e-mail address contained in the records of ShanesWorldCash.com, or by the posting on ShanesWorldCash Concept’s website of a change notice is considered sufficient notice of a modification to the terms and conditions contained in this Agreement. Modifications to the Terms of Service may include, but are not limited to, changes in the payment of fees, payment procedures and participation rules. Any such modification shall be effective 48 hours following service of notice as provided hereinabove. Should you find any modification to be unacceptable, your only recourse is to terminate your status as Webmaster with ShanesWorldCash.com. Your continued participation following the posting of a change notice shall constitute acceptance of any and all changes and shall be binding. 9. Unacceptable Traffic. C-hild Pornography, b-eastiality, r-ape, t-orture and/or any other type of obscene and/or illegal material are not tolerated by ShanesWorldCash.com. If you send hits or cause hits to be sent from any site which contains C-hild Pornography, b-eastiality, r-ape, t-orture of any other type of obscene and/or illegal material your status as Webmaster will be revoked, your account cancelled and all monies due to you will be forfeited as partial damages for violation(s) of the ShanesWorldCash ’s terms and services. Further, ShanesWorldCash.com does not accept traffic from any site that contains materials which constitutes an infringement, misappropriation or violation of any individual’s or entity’s intellectual property rights including but not limited to copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, etc. 10. Reservation of Rights. ShanesWorldCash.com reserves the right to cancel this program at any time. ShanesWorldCash.com shall not be liable for any losses due to server downtime, net congestions and any and all similar and like occurrences or difficulties. All ShanesWorldCash.com program benefit materials, including but not limited to all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to you by ShanesWorldCash.com as part of this program shall remain the property of ShanesWorldCash.com and may not be copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated, sold or offered for sale in any manner except as expressly authorized in writing by ShanesWorldCash.com. Should any law enforcement agency, internet service provider or other individual or entity provide ShanesWorldCash.com with notice that you have engaged in the transmission of unsolicited e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, ShanesWorldCash.com reserves the right to cooperate in any investigation relating to your activities, including the disclosure of your account information in connection therewith. 11. Spamming. ShanesWorldCash.com has a ZERO TOLERANCE policy relating to “spamming.” No spamming of any kind, whatsoever, is permitted to ShanesWorldCash.com’s site, including IRC, Myspace, Facebook, or any other social networking websites. Participation will be terminated without notice if in the sole and unfettered discretion of ShanesWorldCash.com it is concluded that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC positing or any other form of “spamming.” Further, upon termination, all funds otherwise due to you under the terms of this agreement will be forfeited as partial damages for violation of the terms of this Agreement. Should any law enforcement agency, internet service provider or other individual or entity provide ShanesWorldCash.com with notice that you have engaged in the transmission of unsolicited e-mails ShanesWorldCash.com reserves the right to cooperate in any investigation relating to your activities, including the disclosure of your account information in connection therewith. 12. Representations and Warranties. You hereby represent, warrant and covenant 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, warrant and covenant that the execution, delivery and performance by you of this Agreement is within your legal capacity and power, has been: (1) duly authorized by all requisite actions taken on your part; (2) does not require the approval or consent of any other individuals or entities; (3) does not violate nor constitute a default under any provision of law, rule, regulation, order, judgment, or decree to which you are subject or which is binding upon you; and (4) does not violate 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 individual or entity provide ShanesWorldCash.com with notice that you have engaged in the transmission of unsolicited e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, ShanesWorldCash.com reserves the right to cooperate in any investigation relating to your activities, including the disclosure of your account information in connection therewith. 13. Limitation of Liability. You expressly understand and agree that ShanesWorldCash.com shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, date or other intangible losses (even if ShanesWorldCash.com has been advised of the possibility of such damages) resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service, (iii) unauthorized access to or alteration of your transmissions or date; (iv) statements or conduct of any third party; or (v) any other matter relating to the service. Note: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the provisions of the limitations hereinabove may not apply to you. 14. Indemnification. You hereby agree to indemnify, defend and hold harmless ShanesWorldCash.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' and any other professional fees and costs) of any nature whatsoever incurred or suffered by ShanesWorldCash.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns (collectively the "losses"), in connection with any claim arising out of any breach by you of this Agreement or the foregoing representations, warranties or covenants. You shall cooperate as fully as reasonable required in the defense of any claim. ShanesWorldCash.com reserves the right to assume the defense and control of any matter otherwise subject to indemnification by you and you shall not in any manner settle any matter without the express written consent of ShanesWorldCash.com. 15. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the in the State of California. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding. 16. Miscellaneous. This Agreement may not be assigned without the prior written consent of ShanesWorldCash.com. This Agreement shall be binding on, inure to the benefit of and be enforceable against the parties hereto, their successors and assigns. The failure of ShanesWorldCash.com to enforce the strict performance of the terms of any provision of this Agreement shall not be deemed a waiver of the right of ShanesWorldCash.com to subsequently strictly enforce any provision of this Agreement. This Agreement constitutes the entire agreement between you and ShanesWorldCash.com. If for any reason a court of competent jurisdiction finds that any provision of this Agreement, or portion thereof, to unenforceable, in whole or in part, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement and the remainder of this Agreement shall continue in full force and effect. 17. IMPORTANT NOTICE REGARDING INTELLECTUAL PROPERTY: Please be advised that ShanesWorldCash.com aggressively protects its intellectual property rights, including but not limited to content, trade names, trademarks and service marks. PLEASE BE ADVISED THAT ShanesWorldCash.com WILL NOT TOLERATE MISUSE OF ITS INTELLECTUAL PROPERTY OR TRADEMARKS AND YOUR ACCOUNT WILL BE TERMINATED AND ALL MONEY FORFIETED, PLUS YOU WILL FACE CIVIL LIABILITY FOR VIOLATING THE TERMS OF THIS PROVISION—PLEASE READ THIS CAREFULLY. The limited license to use ShanesWorldCash.com’s content AND/OR urls containing trademarks, service marks or common misspellings of trade names, trademarks, and service marks owned or used by ShanesWorldCash.com is provided for below in paragraph 17.1. ShanesWorldCash.com reserves the rights to claim all abused current and future TLDs that incorporate any and all trade names, trademarks, service marks or common misspellings of trade names, trademarks, and service marks owned or used by ShanesWorldCash.com . ShanesWorldCash.com also reserves the right to claim any and all domain names that abuse any part of or all of a trade name, trade mark, or service mark or common misspelling of a trade name, trade mark or service mark owned or used by ShanesWorldCash.com. Upon notice from ShanesWorldCash.com , you agree that you will transfer any domain name claimed pursuant to this paragraph by ShanesWorldCash.com no later than ten days from the date of the notice from ShanesWorldCash.com . If you do not comply within ten days of the date of the notice, your account will be terminated, all money due to you forfeited and you will be liable for civil damages. ShanesWorldCash.com may bring civil action demanding immediate possession and ownership of any domain that is subject to this provision and you agree that you will be liable for all legal costs associated with the bringing of said legal action. 17.1 Acceptable Forms Of Promotion and Definition of Abuse. ShanesWorldCash.com does allow promotion of it’s network using trade mark, service mark and common misspelling of a trade names in top level domain names under the following specific circumstances. 17.2 Abuse Defined. Abuse of a trade mark, service mark and common misspelling of a trade names is defined as. With the understanding that top level domains are purchased with the intention of using the top level domain to generate traffic utilizing the power of the trade mark, service mark and common misspelling of a trade names, promotion of other sponsor programs IS NOT permitted. This includes but is not limited to adult dating sites, adult affiliate, or any other revenue generating affiliate or sponsor program. A minor exception is made in that not more than (4) hard links utilized in the accomplishment of SEO practice are acceptable. You may not participate in PPC programs or paid inclusion programs where trademarked Shane Enterprise's service marks and trademarks are used as the primary traffic generation mechanism. You may not use registered trademarks to generate traffic on PPC networks. ShanesWorldCash.com WILL NOT TOLERATE MISUSE OF ITS INTELLECTUAL PROPERTY OR TRADEMARKS AND YOUR ACCOUNT WILL BE TERMINATED AND ALL MONEY FORFIETED, PLUS YOU WILL FACE CIVIL LIABILITY FOR VIOLATING THE TERMS OF THIS PROVISION. 18. Acceptance and Execution of Agreement. By clicking on the “I agree” button on the signup form, and by supplying ShanesWorldCash.com with all the required information to sign you up as a Webmaster, you are acknowledging that you have read and agree to all of the terms and conditions, promises, warranties, duties and obligations set forth in the above agreement and agree to be bound by the terms thereof. 19. No Representations Of Success 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 Shane Enterprises, any agent or representative of Shane Enterprises, 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 communication of any kind regarding: (a) the potential profitability or likelihood of success of Your participation in the Program as set forth in this Agreement or otherwise; (b) the possibility or likelihood that use of any products and/or services provided 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 (c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement. 19.1 You expressly acknowledge and agree that the success of any business endeavors which involve Your participation in the 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 Shane Enterprises. You further expressly agree not to raise any claim of any kind against Shane Enterprises and You agree to hold Shane Enterprises harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the Program pursuant to this Agreement. 20. No Joint Or Collaborative Venture; No Monitoring Or Control Of Your Content By Us. 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 Us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Shane Enterprises, its employees, agents or assigns. 20.1 You acknowledge and agree that We shall have no control nor ownership interests of any kind in Your business or Your Website. 20.2 You acknowledge and agree that You shall have no financial or other interest in Shane Enterprises or any property owned by Shane Enterprises, its affiliates, agents, successors or assigns. 20.3 You acknowledge and agree that Your relationship with Us shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement. 20.4 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 except as specifically set forth in this Agreement. 20.5 You further acknowledge that neither Shane Enterprises nor any employee, associate, agent, assign or successor of Shane Enterprises 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 the dissemination of that content on or through Your Website. 21. Shane Enterprises Limited Liability and Liquidated Damages. You acknowledge and agree that under no circumstances shall Shane Enterprises, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Shane Enterprises website, or arising from or in connection with the use of the Shane Enterprises Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Shane Enterprises' services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML. 22. Term And Termination Of Agreement. You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the Shane Enterprises Program may be terminated by Shane Enterprises, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason. 22.1 In the event that this Agreement or the Shane Enterprises Program is terminated by Shane Enterprises, You shall be entitled to all unpaid commissions or referral fees earned by You prior to the date and hour of termination. However, You shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination. 23. Entire Agreement; Modification; Assignment. This Agreement constitutes the entire agreement between You and Shane Enterprises with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. 23.1 You agree that Shane Enterprises may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to You hereunder either with or without notice. Other terms and conditions may be modified by Us at any time upon e-mail notice to You or by posting at a Shane Enterprises information web address location. 23.2 You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by a duly authorized representative of Shane Enterprises. 23.3 You agree that no officer, employee or representative of You or Shane Enterprises 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. 23.4 You acknowledge and agree that the failure of Shane Enterprises 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. 23.5 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. 23.6 You agree that Shane Enterprises may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder. 24. Arbitration; Choice of Law. Any and all disputes as to the interpretation of, or any performance under, this Agreement which are not first resolved informally, shall be determined by binding arbitration in Los Angeles, California in accordance with the 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. 24.1 This Agreement is executed in California and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of California and the United States when applicable. 25. All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive Any Unenforceable Provisions. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. 26. This Agreement Shall Be Deemed To Be Mutually Drafted. For purposes of construction of this Agreement, both Shane Enterprises and You shall be deemed to have mutually drafted this Agreement and all parts thereof. 27. Review By Your Attorney. We strongly advise that You review this Agreement with Your attorney before You enter into it. You acknowledge and agree that nothing herein and no statement by Us or any employee, representative, agent or other person associated with Us has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith. 28. Acceptance And Execution Of This Agreement. By CLICKING ON THE "SUBMIT FORM" BUTTON on the Shane Enterprises Sign-Up Page, and by supplying Shane Enterprises with all the required information to sign You up to the Shane Enterprises PROGRAM, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement. |