Adult Platform LLC Internet Marketing Agreement Terms and Conditions

This Affiliate Terms of Service Agreement (the "Agreement") is entered into by and between you (the "Affiliate" or “Webmaster”) and (the “Company”), a California Limited Liability Company, owner and operator of the Web site known as adultplatform.com ("Adultplatform.com"), upon acceptance of this Agreement evidenced by clicking on the “Submit” button on the Adultplatform.com sign-up page.

1. BASIC AGREEMENT

1.1 Upon acceptance by Affiliate of the terms and conditions contained herein and continued compliance herewith, Affiliate shall be allowed to participate in the Adultplatform.com Affiliate Program (the "Program") wherein the Company shall enable Affiliate to use certain intellectual property of Meta Interfaces on Affiliate's Web sites for marketing and promotional purposes and as consideration for any traffic directed by Affiliate to the Company through Affiliate's marketing and promotional efforts and that converts into revenue to the Company, the Company shall pay Affiliate compensation, as set forth in Section 3 below.

1.2 Prohibited Countries: Due to excessive fraud attempts, the Company does not allow webmasters who reside in the following countries to participate in our program: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, North Korea, South Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, and Yugoslavia. Please direct any questions or requests for exceptions to this policy to affiliatesupport@adultplatform.com.

2. RIGHTS GRANTED AFFILIATE

The Company grants Affiliate each of the following:

2.1 The nonexclusive right to refer, direct, or send visitors or users of Affiliate's Web site(s) to Web sites owned, controlled and/or operated by the Company ("the Company Web Sites"); and

2.2 A limited nonexclusive, nontransferable, and revocable license to access and download promotional graphical ads/banners and other promotional materials created and owned by the Company for use on Affiliate Web sites for the exclusive purpose of advertising, marketing, or promoting Meta Interfaces Web Sites account, provided that Affiliate displays no more than two (2) minutes or twenty percent (20%), whichever is less, of any title for such promotional purposes; for avoidance of doubt, this limited license does not cover the use of any video that is greater than the allowable length of two minutes or twenty percent of a title, whichever is less. Please contact affiliatesupport@adultplatform.com regarding specific policies as related to use of DVD box cover artwork for use as promotional material on the web for your Adult Platform affiliate.

2.3 Meta Interfaces owns and retains all right, title and interest in and to its intellectual property, copyright, trademarks, patents, and in the files, promotional banners and other material provided by the Company, including all images therein. Upon termination of Affiliate's participation in the Program and/or termination of this Agreement, the grant of right and license set forth in subsection 2.2 above, shall cease and terminate, and Affiliate shall immediately remove all Meta Interfaces files, banners, ads, and any and all other Company intellectual property, copyrighted material, trademarks, and patents, if any, from Affiliate's Web sites.

2.4 Affiliate is not authorized and shall not change the Company's names, file names, trademarks, design logos, banners, ads or other material for any purpose other than as expressly set forth herein or in any modification to this Agreement by Meta Interfaces.

2.5 Affiliate specifically acknowledges and agrees that it shall not modify, edit, resize, redact, or otherwise change any of the Company’s names, file names, trademarks, design logos, banners, ads or other material for any purpose whatsoever. Affiliate further acknowledges and agrees that any such change or changes will be a material breach of this Agreement and shall constitute an infringement of the Company’s copyrighted and/or trademarked intellectual property.

2.6 Affiliate agrees and covenants to notify the Company of all Uniform Resource Locator (URL) a.k.a. “Web site” locations where it has published Meta Interfaces’s names, file names, trademarks, design logos, banners, ads or other material pursuant to this Agreement, specifically identifying the names, file names, trademarks, design logos, banners, ads or other material posted at each URL. Affiliate further acknowledges and agrees that failure to notify the Company of these locations constitutes a material breach of this Agreement and each such posting of which Affiliate fails to notify the Company shall constitute an infringement of the Company’s copyrighted and/or trademarked intellectual property.

2.7 Affiliate agrees that it is not permitted to bid on, purchase or otherwise register/use the Site Names, or obvious misspellings of Site Names, as keywords (sometimes referred to as "AdWords") on Internet search engines, such as google.com (http://google.com), ask.com (http://ask.com) , yahoo.com (http://yahoo.com) , bing.com (http://bing.com), and msn.com (http://msn.com), nor will it use the Site Names in advertising copy ("creative") associated with advertisements placed within these search engines (such as in the "title", "description" or "display URL" field). Affiliate also agrees that it will not use the Site Names, or names with obvious similarities to Site Names, in association with any similar or competing website or service, or register any domain name which incorporates or is a "misspelling" or "typo" of any of the Site Names. Affiliate agrees that in the event it violate any part of this section of this Agreement, its account will be immediately suspended from the Program, any monies earned but not yet paid will be forfeited, and that it will cooperate fully in transferring any items forbidden by this section to Meta Interfaces as the rightful owner.

For the purposes of this agreement, the Site Names shall be defined as the following terms: videobox, xmovies, videoboxmen. In addition, Site Names shall be defined to encompass variations and permutations of these terms incorporating common internet address protocol, hyphenation or similar use of punctuation to modify the exact spelling or representation of these terms; by way of illustration, these might include (but are not limited to): www.videobox.com, www.xmovie, video-box, videobox.men, http://www.videobox.com, videoboxcom, and/or other similar manipulations of these terms. Finally, Site Names shall also be defined to encompass "misspellings" or "typos" of these terms; by way of illustration, disapproved misspellings might include (but are not limited to) the following examples: vidiobox, vidobox, xmovies.co, ww.xmovies.com, videobxmen, etc). In no circumstance shall any use of Site Names, in the manners described within this section, be acceptable without prior written consent by Meta Interfaces LLC.

3. PAYMENT OF COMPENSATION

The Company will pay Affiliate for Web traffic to the Company Target Page(s) from a banner or link posted on Web page(s) of Affiliate's site(s) as follows:

3.1 Affiliates will receive fifty percent (50%) of the subscription price minus any transaction fees deducted by the payment processor for all valid referrals. Referred parties that are directed to a Company Target Page from and Affiliate’s Web site will have “cookies” placed on their computers. Affiliate will receive payment if a referred party with such a “cookie” on their computer returns within 30 days and subscribes to the Company Web Site.

3.2 All payments will be made by check, Epassporte, or wire transfer in U.S. dollars. Payments are mailed every two weeks. Payment will only be sent if the amount due to Affiliate is at least fifty U.S. dollars (USD $50). Payment will be carried over from week to week until the amount due to Affiliate is at least USD $50. Please e-mail your Epassporte payment ID along with your Adult Platform affiliate ID to affiliatesupport@adultplatform.com as soon as you set up your account with Adult Platform. Certain restrictions apply for wire transfer payments. Please contact us for more information if you wish to arrange for wire transfer payments.

3.3 Affiliate agrees, by accepting and negotiating payment received from the Company, that the payment received is payment in full for any and all advertising space and traffic for the Pay Period to which the payment applies.

3.4 A membership is considered valid if a subscriber, upon registration:

(i) Uses a valid credit card or checking account that the subscriber is authorized use;

(ii) Enters the correct mailing address for the specific credit card or checking account that the subscriber uses for registration;

(iii) Does not subsequently charge back, or demand credit for previously paid membership fees. In the event of a charge back or credit, the banner account in question will be debited any payments made for that particular membership. No additional fees will be levied; and

(iv) Has not registered for purposes of fraud, i.e., for multiple registrations to increase a banner account's commissions, for distribution on password sites or through other channels, or for any activity that constitutes a violation of the Membership Terms and Conditions of the Company Web Site for which the subscriber has registered.

3.5 A "referral" from an Affiliate Web site entitling Affiliate to a "commission" is defined as follows:

(i) A person who has been directed to an authorized Company Web Site through the use of a hypertext transfer link residing on Affiliate's Web site in the form of a graphical/banner ad or other promotional link which automatically connects any person who clicks on the banner ad or other promotional link to a Company Web Site, and which banner ad or other promotional link has been supplied to Affiliate as part of the Program; and

(ii) A person who has been converted into a subscriber or member of a Company Web Site after having been directed to a Company Web Site through the use of the hypertext transfer link banner ad or other promotional link supplied to Affiliate residing on Affiliate's Web site.

4. RESTRICTIONS ON PAYMENT OF COMPENSATION

4.1 Affiliate is not entitled to a commission for any Company subscriber sent or referred to a Company Web site in violation of the terms of this Agreement, for any subscriber membership that the Company determines is not valid as defined in Paragraph 3.4, or for any Company subscriber who does not fall within the terms of Paragraphs 3.5(i) & 3.5(ii).

4.2 Affiliate is not entitled to a commission from the Company for any subscription that Meta Interfaces determines is the result of potential fraudulent activity. The Compnay shall have the right, in its sole and absolute discretion, to expand or modify what it determines to constitute potential fraudulent activity. Without limiting the foregoing, potential fraudulent activity includes without limitation, the following circumstances or activities:

(i) The subscriber used or attempts to use a credit card number that is in a "negative database";

(ii) There are multiple subscriptions from a single Internet Protocol (IP) address within a one (1) month period of time;

(iii) 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) 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) There are sequential or multiple attempts to register or subscribe from a credit card using the same "bin number" and sequential or multiple number strings are used to complete the credit card number.

(vi) There are subscriptions from an IP address that matches the IP address Affiliate used in establishing an account in the Program, or an IP address that is otherwise known to be used by Affiliate.

4.3 Meta Interfaces has the right to deny or withhold payment from Affiliate, and to terminate Affiliate from the Program, if there is an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to the Company through Affiliate's Web sites. The Company shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.

5. TERM AND TERMINATION

5.1 This Agreement is not for any specific term or duration of time. Affiliate may terminate this Agreement at any time, for any reason or no reason. The Company may terminate this Agreement and/or the Program in its sole and absolute discretion, at any time, for any reason or for no reason.

5.2 Affiliate shall terminate participation in the program by notifying the Company by electronic mail at affiliatesupport@adultplatform.com of Affiliate's intent to terminate participation in the Program.

5.3 In the event this Agreement is terminated, Affiliate shall be entitled to any unpaid commissions or referral fees earned prior to the date and hour of termination. Affiliate shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.

5.4 If this Agreement is terminated due to Affiliate's breach of any portion of this Agreement, the Company reserves the right to withhold any amounts then due and owing to Affiliate.

6. AFFILIATE'S RESPONSIBILITIES AND DUTIES

6.1 Affiliate shall only use and promote on Affiliate Web sites Company’ approved advertising banners, links, and other promotional materials.

6.2 Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, Usenet postings, adware, spyware, malware marketing or any other form of unauthorized marketing as a means of promoting Affiliate Web sites or for the purpose of directing or referring users to any Web sites owned, operated or controlled by the Company.

Affiliate further acknowledges and agrees that the Company has the right to immediately, and without notice, terminate Affiliate’s participation in the Program if the Company, in its sole and absolute discretion, concludes that Affiliate has engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, password selling or trading, warez, IRC posting, adware, spyware, malware marketing or any other form of unauthorized marketing.

NOTE: THE COMPANY HAS ZERO TOLERANCE FOR SPAMMING. IF AN AFFILIATE SPAMS, PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, AFFILIATE WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM, AND ALL FUNDS OTHERWISE DUE TO AFFILIATE WILL BE FORFEITED TO THE COMPANY. AFFILIATES WISHING TO SEND TRAFFIC TO THE COMPANY SITES VIA ELECTRONIC MAIL PROMOTIONS MUST DO SO IN COMPLIANCE WITH THE CAN-SPAM ACT:

1) All email must include the mark SEXUALLY-EXPLICIT: (in this exact form, including the colon) in the subject heading. This mark in the subject line must be in ASCII format.

2) The SEXUALLY-EXPLICIT: mark must also be included in the initially viewable area (termed the "brown paper wrapper") of the electronic mail message. The initially viewable area of the message is defined as the portion of the message that is immediately visible to the recipient without taking any affirmative action to view the message, like scrolling down or clicking a link that leads to the sexually explicit material.

3) Sender must EXCLUDE from both the subject heading and initially viewable area of the message any sexually explicit words or visual depictions. Therefore, the subject heading and initially viewable area must EXCLUDE words and/or images that depict the following:

Actual or simulated - (A) Sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal penetration, whether between persons of the same or opposite sex; (B) Bestiality; (C) Masturbation; (D) Sadistic or masochistic abuse; or (E) Lascivious exhibition of the genitals or pubic area of any person.

4) In addition to the SEXUALLY-EXPLICIT: mark, the initially viewable area of the email must also include the following:

a. clear and conspicuous notice that email message is for an advertisement or solicitation b. clear and conspicuous opt-out instructions and link c. functioning return electronic mail address or other internet based mechanism to opt out; d. clear and conspicuous valid physical postal address of email sender; and e. instructions as to how to access the sexually explicit materials. "Clear and conspicuous" means that the recipient must be able to actually read the text without altering it. One cannot, for example, place the physical address (or other required information) in a color that cannot be distinguished from the background, or in a font size that is too small to read.

If you have any questions concerning the Company mailing terms, please contact affiliatesupport@adultplatform.com.

6.3 Except as expressly authorized by the Company in writing, Affiliate shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided by the Company pursuant to this Agreement in whole or in part, in any form or manner, at any time or anywhere in the World.

6.4 Affiliate shall ONLY use Promotional Pictures and Images provided by the Company to promote sites that are included in the Program. For purposes of this Agreement Promotional Pictures and Images means any of the images and/or videos provided on Adultplatform.com.

6.5 Affiliate shall disseminate, transmit, broadcast or distribute the material provided through the Program only to consenting adults over the age of eighteen (18) years, twenty-one (21) years in those locations where that is the age of majority.

6.6 All content displayed on any Web site containing Company banners or links, and all content displayed on any Web site to which Affiliate provides third party links to, must comply with all local laws and community standards. Accordingly, Affiliate shall not include, or link to, any of the following within a Web site that contains Company banners or links, or directly or indirectly link any of the following content or material to any Company website through any hyperlinks maintained or created on Affiliate's Web sites:

(i) Material deemed obscene by the Company, including without limitation, materials depicting bestiality, rape, or torture;

(ii) Any material not in full compliance with the provisions of 18 U.S.C. Sec. 2257;

(iii) Any material that constitutes child pornography, including any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations, or material that involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks under 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. Prohibited material mentioned herein includes the use of the term “lolita” for any purpose in any fashion including, but not limited to, within meta-based tags;

(iv) Any material deemed by the Company to be threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

(v) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights including without limitation, copyrights, trademarks, rights of publicity, patent rights, personal property rights, privacy rights or any other intellectual property right; or

(vi) Any program, file, data stream, or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.

7. REPRESENTATIONS AND WARRANTIES

Affiliate hereby represents and warrants each of the following:

7.1 That, if Affiliate is an individual person, he/she is over the age of eighteen (18) years;

7.2 That, if Affiliate is an entity (i.e., corporation, limited liability company, etc.) that all individuals employed or associated with Affiliate in any way are over the age of eighteen (18) years;

7.3 That Affiliate owns or operates a lawful and otherwise valid Internet Website;

7.4 That the individual who provides information pursuant to the Program and accepts this Agreement has full, lawful power and authority to enter into and to carry out the terms of this Agreement;

7.5 That Affiliate’s performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by Affiliate; and

7.6 That there are no outstanding orders, judgments, decrees, rules or regulations which would preclude Affiliate from entering into this Agreement.

8. UNITED STATES TAXATION

8.1 All United States residents and corporations, and foreign participants who are residents of the United States, are required to provide a United States Federal Employer Identification Number or Social Security Number on the Registration Form. The Company will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to whom the Company issues combined yearly payments of six hundred U.S. dollars (USD $600.00) or more. Any falsification of Social Security or Tax Identification numbers shall be cause for denial of payment and immediate account termination.

9. RIGHTS OF THE COMPANY

9.1 The Company shall have the right, in its sole and absolute discretion, to terminate the Program and any and all Program Benefits relating to Affiliate's participation in the Program at any time and may do so with or without cause.

9.2 The Company shall have the right, in its sole and absolute discretion, to change or modify the Program, including without limitation, the right to pay an Affiliate participating in the Program based on "click-throughs" rather than a recurring revenue share or flat commission fee for a referral, as defined in section 3. If, at any time, the Company changes or modifies the Program, Affiliate shall have the right to withdraw and terminate participation in the Program.

10. NO PARTNERSHIP; NO JOINT OR COLLABORATIVE VENTURE

10.1 Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between Affiliate and the Company, its subsidiaries, affiliated entities, successors, or assigns; nor shall any term contained in this Agreement constitute or create any agency or employment relationship between Affiliate and the Company, its subsidiaries, affiliated entities, successors, or assigns.

10.2 The Company has no control over nor ownership interest in Affiliate or Affiliate's Web sites, and Affiliate has no financial or other interest in the Company, its subsidiaries, affiliated entities, or any property owned by such entities, except as expressly set forth herein.

11. NO CONTENT CONTROL, MONITORING, OR SUPERVISION

11.1 The Company does not monitor, supervise, or review content contained on Affiliate's Web sites. The Company is not responsible for any content appearing or otherwise distributed on, at, or in association with Affiliate's Web sites that is provided by Affiliate or independent third parties.

11.2 The Company has 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 Affiliate on, at, or in association with Affiliate's Web site, except as specifically set forth in this Agreement.

12. NO WARRANTY OR GUARANTY

The Company makes no guaranty of any kind with respect to the Program or materials provided by, through, or in association with the Program, and all materials are provided to Affiliate “as is,” and use of the Program and associated materials are solely at Affiliate's risk. The Company disclaims all warranties, either express or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose with regard to the Program and any and all materials of every kind supplied to Affiliate as part of this Program.

13. NO GUARANTY OF SUCCESS OR PROFITABILITY

The Company cannot guaranty or promise Affiliate any level of success or profitability due to Affiliate's participation in the Program. Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost, and expense of Affiliate doing business shall be borne solely by Affiliate.

14. FORCE MAJEURE

Neither party shall be liable for any loss or delay, nor be considered in breach of this Agreement, due to an act of God, fire, natural disaster, terrorist act, strike or other labor stoppage, declaration of war or military intervention, computer system/server failure, network failure, governmental action, or any other cause outside the control of the parties and which cannot be avoided by the exercise of due care.

15. LIMITATION OF LIABILITY

The Company, its subsidiaries, affiliated entities, employees, independent contractors, agents, representatives, assigns, and successors shall not be liable to Affiliate, or any other person or entity, for any direct or indirect losses, injuries, or incidental, consequential or other damages (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 Company website, or arising from or in connection with this Agreement or the use of the Company Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of the Company's services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.

16. INDEMNIFICATION

Affiliate shall indemnify and hold the Company, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the "Indemnified Parties") harmless from any breach of this Agreement by Affiliate, including any use of Program materials other than as expressly authorized in this Agreement. Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and attorneys' fees of the Indemnified Parties. Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of Affiliate's use of the information accessed from a the Company Web site.

17. TRANSFER OR ASSIGNMENT

17.1 This Agreement shall not, under any circumstances, be transferred or assigned by Affiliate to any other person or entity, and any attempted transfer or assignment of a membership shall be void. In the event of a change in ownership of an AdultPlatform affiliate account, please contact affiliatesupport@adultplatform.com so that appropriate updates to the affiliate account/payee information can be made.

17.2 The Company may, at any time, in its sole discretion and without prior notice to Affiliate, transfer or assign this Agreement to an affiliated or non-affiliated person or entity.

18. MODIFICATION

This Agreement is subject to change or modification by the Company at any time and changes shall become effective upon notice to Affiliate by e-mail, posting at or via hyperlink to a Company Website, or by mail. An Affiliate may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.

19. NOTICES TO THE COMPANY OR AFFILIATES

Notices from a Company Website to Affiliates may be given by means of electronic messages (e-mail), by general posting on the Website, or by conventional mail. Communications from Affiliate to the Company may be made by electronic messages (e-mail) or conventional mail, unless otherwise specified in this Agreement.

All notices to the Company sent by electronic mail shall be to affiliatesupport@adultplatform.com.

Notices from the Company shall be deemed delivered when sent by the Company to Affiliate; notices of changes or modifications to this Agreement shall be accepted by Affiliate upon the first use by Affiliate of the Materials provided in the Program after such notice was sent; and, such acceptance of a change or modification shall be deemed to relate back to the date such change or modification was originally sent by the Company.

20. CHOICE OF LAW, ARBITRATION AND ATTORNEY'S FEES

This Agreement shall be governed by the laws of the State of California. In the event of any dispute arising under this Agreement, the parties agree to submit such dispute to binding arbitration in accordance with the rules of the American Arbitration Association without regard to the amount in controversy or the nature of relief sought; except that the parties waive their right to a trial de novo following arbitration. The arbitrator shall be chosen by the parties and shall be a person who is experienced in electronic commercial law and transactions. If the parties cannot agree on a single arbitrator, each party shall forthwith select an arbitrator of its choice, and the arbitrators thus appointed shall then forthwith select a third arbitrator who shall be deemed Chief Arbitrator. Any final determination of an arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the Arbitrator may be entered in any state, territory, or possession of the United States. With further respect to any arbitration arising hereunder, the substantially prevailing party in any such action shall be entitled to its costs and reasonable attorneys' fees.

The failure of any party hereto to insist upon strict performance of any covenant or agreement contained herein, or to exercise any option or right, shall not be construed to be a waiver or relinquishment of any such option or right or of any other covenants or agreements, but the same shall be and remain in full force and effect.

21. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

22. ENTIRE AGREEMENT, HEADINGS, AND NEUTRAL CONSTRUCTION

This Agreement and any changes or modifications thereto by the Company and accepted by Affiliate expresses the entire agreement between the parties regarding Affiliate's participation in the Program, and all materials directly and indirectly related thereto, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed which are not fully expressed herein. The headings are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties. This Agreement shall be construed neutrally and as the commemoration of the mutual assent of both parties rather than for or against either party.

23. REVIEW BY ATTORNEY

The Company strongly advises that Affiliate review this Agreement with an attorney before acceptance of its terms so Affiliate is fully apprised of all its rights, duties and obligations under this Agreement. Affiliate acknowledges that nothing herein and no statement by the Company or any employee, representative, agent or other person associated with the Company has in any way prevented or inhibited Affiliate from seeking such independent legal advice prior to entering into this Agreement. Affiliate hereby acknowledges and agrees that the terms of this Agreement are reasonable and fair; that all terms have been fully disclosed in writing, and that Affiliate has been given reasonable opportunity to seek the advice of independent counsel with respect to this Agreement and all transactions associated herewith.

24. ACCEPTANCE AND EXECUTION

By CLICKING ON THE "SUBMIT" BUTTON on the Adultplatform.com Sign-Up Page, and by supplying the Company with all the information required to create an account on the Program, Affiliate has and will be deemed to have accepted all of the terms and conditions set forth herein above.