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WEBMASTER AFFILIATE PROGRAM TERMS AND CONDITIONS By joining the Heatseek WorldCash affiliate program ("Affiliate Program"), you ("Affiliate" "You") are entering into a binding and enforceable contract with SUN RIVER SYSTEMS, INC. ("Company"; "We"). THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS AND PROGRAM RULES UNDER WHICH YOU MAY PARTICIPATE IN THE PROGRAM. BY PARTICIPATING IN THE PROGRAM AND 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 ALL OF THE TERMS AND CONDITIONS AND PROGRAM RULES SET FORTH BELOW: 1. You have read and accept the payment terms and conditions of the "Heatseek" Affiliate Program that are set forth at http://affiliates.heatseek.com/. 2. 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. You represent and warrant that you have reached the age of majority under the laws of the state or locality where you reside and/or do business. 3. Under the Program Rules, and subject to the Terms and Conditions set forth in this Agreement, we grant you the following: (A) The limited, non-exclusive, non-transferable, revocable right and permission to create authorized links from your web site to Company's web site at http://www.heatseek.com/ ("Company's web site"). (B) The limited, non-exclusive, non-transferable, revocable right and license to display on your web site proprietary Company materials which may be supplied to you by Company as part of the Affiliate Program, 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 Program and encouraging visitors to your web site to click through to the Company's web site. 3.1 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 not be copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated or offered for sale or rental in any manner, at any time, anywhere in the world, except at expressly authorized by Company in writing. 3.2 Company reserves all of its rights in its trade names and trademarks, service marks and all intellectual property rights 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. 3.3 You agree that any license granted to You by Company pursuant to this Agreement can be terminated or revoked at any time for any reason, or for no reason, upon notice by Company to you, and you agree that upon receipt of such notice you will immediately cease using all Program Materials and will remove all such Materials and references to Company and/or its Company's website from your website. 4. In consideration of Company providing you with Program Materials and the other benefits of the Affiliate Program, you hereby represent and warrant to Company as follows: 4.1 That your web site and the content, goods and services offered through your web site do not: o Violate any law, statute, ordinance or regulation, or promote illegal activities; o Contain or promote obscene materials, including without limitation any material depicting bestiality, rape or torture; o Contain or promote harmful or indecent matter to minors; o Contain any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations; o 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 o Contain any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; o Promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; o Contain content which is defamatory, libellous, hateful, threatening, abusive or harassing; o Include any of the Company's trademarks or service marks, or variations or misspellings thereof, in your domain names; or o 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. 4.2 That you are over the age of eighteen (18) and have full authority to enter into this Agreement; 4.3 That you will provide accurate and complete information to Company concerning your identity, bank account, address or other required information; 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; 4.5 That the Content on your web site does not violate any laws, including but not limited to 18 U.S.C. Section 2257 as well as infringe on any copyright, patent, trademark, trade secret, right of publicity, privacy right or any other intellectual, personal or proprietary rights of any third party; 4.6 That you will comply with all applicable federal, state and local laws in the performance of your obligations hereunder; and that each email address submitted by you has originated with a customer of yours and has not been created or obtained fraudulently or in contravention of the Terms and Conditions of this Agreement. 4.7 That all materials of every kind, including photographic, videographic, audio and textual 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. 5. You must complete the required fields during the Sign-Up process, and provide us with your full name and valid contact information including e-mail and mailing address (no P.O. box). We will e-mail you notices about our Programs and your account based on the information that you provide to us. 6. Commissions or Referral Fee Payment. Provided that you have complied in all material respects with the Terms and Conditions of this Agreement, We agree to pay You a commission or referral fee based on the Commission Rate set forth on Company's website at http://affiliates.heatseek.com/. We will send out payment once a month via Paypal or mailed Check for all balances over $50.00. For all balances under $50.00, we will carry that amount to the following pay period. All revenues will be disbursed in US Dollars. 6.1 In the event that payments to us by our processors are delayed for any reason, we will have a reasonable period of time for receipt of such payments, and for payments to you regarding said payments. 7. If you reside in the U.S. or 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 information will cause your payment to be delayed or withheld. 8. If we find that you have cheated in any 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 the Affiliate Program, at any time, without prior notification, and you will not be paid for the Program in which you have participated or allowed back into any of our Programs. 8.1 You acknowledge and agree that Company shall have the right to deny or withhold payment from you and to terminate you from the Program if there has been an abnormal number of chargebacks or cancellations of memberships, purchases, or subscriptions that have been referred to Company's web sites through your web site. 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, purchases, or subscriptions. 9. You AGREE that any of the following will result in ALL of your accounts being terminated without pay, ALL of your unpaid commissions being FORFEITED to Company, and will further result in you being precluded from ever participating in any of our Programs: o Any e-mail marketing, whether directly or indirectly under your control, that makes any reference to, or contains any hyperlinks to Heatseek.com or the Software Product ; o SPAM, including but not limited to unsolicited bulk E-mail; Instant Messages; Chatroom, Newsgroup, ICQ and IRC postings; o Promoting or dealing in content such as: Warez, passwords, MP3, bestiality, rape, child pornography, violence, or any other illegal activity. This includes use of prohibited content in hidden meta tags, text, links, graphic(s) or any HTML; o Attempt to mislead or defraud Company in any way; o Hijacking traffic; o Incorrect or incomplete account information; o Hits or signups generated as a requirement to enter or obtain access to goods or services on your (or someone else's) web site; o Any sort of mechanism or effort that falsely generates hits or signups, including signups by the Affiliate; o Any violation of 3rd party copyright, trademark, patent, right of publicity, privacy right or any other intellectual, personal or property right violation or infringement; o Any Affiliate found to have cheated or defrauded any other sponsor; o Any misrepresentation of our site(s), including but not limited to, misrepresenting the cost of goods, terms of purchases, or content and/or offers contained within our site(s). Exploitation of our site Terms and Conditions, including but not limited to, instructing the member to purchase and chargeback is also not permitted in any way, shape or form; o Any unauthorized modification, alteration or use of Program Materials in violation of the terms of this Agreement; o New accounts from Albania, Armenia, Azerbaijan, Bahrain, Belarus, Bulgaria, China, Croatia, Czech Republic, El Salvador, Egypt, Georgia, Iran, Iraq, Jordan, Kaliningrad, Kazakhstan, North Korea, Kyrgyzstan, Latvia, Lithuania, Macedonia, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Saudi Arabia, Singapore, Slovakia, Slovenia, Syria, Tajikistan, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, and Yugoslavia. 9.1 That as an affiliate and participant in the Affiliate Program, You acknowledge and agree that as a material condition of Your participation in the Affiliate Program, You will not engage in any e-mail marketing, whether directly or indirectly under your control, that makes any reference to, or contains any hyperlinks to Heatseek.com or the Software Product. 9.2 Notwithstanding anything to the contrary in this Agreement, You acknowledge and agree that You are required to inform Yourself 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) and must, as a condition of participation in this Affiliate Program, abide by all of the provisions of that Act.. Any violation of the CAN-SPAM act by an affiliate constitutes a material breach of this Agreement and will subject that affiliate to immediate termination from the program. 10. Accounts that are terminated without pay will have a stop placed on all outstanding funds. 11. Company files will prevail in determining all statistics including but not limited to the amount of valid hits, signups, referrals, cancellation, credits and any commissions or referral fees owned to any Affiliate pursuant to this Agreement. Any discrepancies or errors must be brought to our attention within 30 days or else they will be deemed permanently waived. 12. We reserve the right to cooperate in any investigation relating to activities involving any violation of these Terms and Conditions, including disclosure of your account information to third parties in connection therewith. 13, You will indemnify, defend and hold us harmless from any and all damages, losses and costs (including attorneys' fees) resulting from any act taken by you in violation of these Terms and Conditions, and/or any failure to act when required to under these Terms and Conditions. 14. 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 Company, its employees, agents or assigns. 14.1 You acknowledge and agree that we shall have no control or ownership interests of any kind in your business or your web site. 14.2 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. 14.3 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. 14.4 You acknowledge and agree that we have no direct or indirect control over the content or services provided, displayed or offered by you on, at or in association with your web site. 14.5 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 web site, 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 web site. 15. You acknowledge and agree that Company makes no guaranties or warranties of any kind with respect to the Program or Program Materials provided by, through or in association with the Program, and all Program Materials are provided to you "as is", and that your participation in the 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 Program and any and all Program Materials of every kind supplied to You as part of this Program. 16. You acknowledge and agree that under no circumstances shall Company, 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, 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 web site, 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. 16.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should Company, its officers, employees, successors, or assigns be held liable to you for damages, injuries or losses of any kind, directly or indirectly resulting from your participation in the Program, 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). 17. 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: o The potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise; o 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 web site or any other purpose; or o 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. 17.1 You expressly acknowledge and agree that the success any of its 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 Company. You further expressly agree not to raise any claim of any kind against Company and you 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 Program pursuant to this Agreement. 18. We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with your Website including any Program Materials or content which you have received 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. 19. It is your responsibility to refer to this document from time to time so that you may be informed of any changes to the Terms and Conditions. You agree that you will be bound by any changes to these Terms and Conditions that are posted on Company's web site. If you do not choose to be bound by any subsequent changes to these Terms and Conditions, you may terminate your participation in the Affiliate Program by notifying Company of your decision to terminate. 20. We reserve the right to terminate this Agreement at any time, for any reason, with or without cause, without prior notification. Upon termination by Company, you will be notified immediately and paid for accumulated funds up to that point in time, unless otherwise forfeited under this Agreement. Notice 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. Upon termination of this Agreement by either party, you shall immediately cease using Company name(s), Company's marks and remove all Company banners from your site. 21. 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. 21.1 You agree that Company 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. We may modify other terms and conditions at any time upon e-mail notice to you. 21.2 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 and signed by Company's duly authorized representative. 21.3 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. 21.4 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. 21.5 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. 21.6 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. 22. By accepting these terms and conditions and becoming an Affiliate, you agree that this Agreement and all disputes or controversies as to the interpretation of or any performance arising under, or related to this Agreement shall 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 said State, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 22.1 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. The parties agree that the venue for all legal disputes, controversies, and actions of any kind arising under or related to this Agreement shall be SAN FRANCISCO, CALIFORNIA. 23. For purposes of construction of this Agreement, both Company and you shall be deemed to have mutually drafted this Agreement and all parts thereof. 24. 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. 25. 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 cause beyond either 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. 26. 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. 27. By CLICKING ON THE "I ACCEPT" BUTTON and by supplying Company with all the required information to sign you up to the Affiliate Program, you are acknowledging that you agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement.