COLLEGEDUDES247.COM WEBMASTER AFFILIATE AGREEMENT Effective Date: 4/9/2007 Last Modified: 4/9/2007 I. PARTY DEFINITIONS: A. The operative parties referred to in this Agreement as follows: 1. Us, the Publisher - Shackz, Inc. is the Publisher of the Website located at www.collegedudes247.com. Hereinafter, when firstperson pronouns are used in this Policy, (us, we, our, ours, etc.) they are referring to this entity and publisher of the aforementioned Website. This entity may also be referred to as "Publisher" from this point forward. Additionally, when the terms "The Site" or "Site" are used, these terms refer to the aforementioned Website. 2. You, the Affiliate - This Affiliate Agreement will refer to the Affiliate as "You" or through any second-person pronouns, such as "Yours," etc. Hereinafter, the Affiliate shall be referred to as "Affiliate" or by applicable second-person pronouns. II. RECITATIONS: A. WHEREAS, Publisher has developed an affiliate marketing program for its Website ("Site") and intends to market its Website and associated documentation for the Program, (collectively, the "Program"), through its Website, various online and traditional media, and elsewhere; B. WHEREAS, Affiliate desires to become a member of the Publisher's Affiliate Program, subject to the terms and conditions stated herein; and, C. WHEREAS, Affiliate has determined that it is in its interest to enter into this Agreement; D. NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, Affiliate and Publisher hereby agree as follows: III. INTRODUCTORY PROVISIONS: A. This Agreement and the provisions hereof, shall be in full force and effect commencing on the date accepted by the Affiliate and continuing until terminated by either of the parties in accordance with the Termination provisions set forth elsewhere in this agreement. Acceptance is effective upon clicking "I Accept" or any similar syntax, and/or the installation or opening of any Publisher software or any other product provided by the Publisher. B. What this Agreement is - This Agreement is a legal contract between You, (the Affiliate) and Us (the Publisher). You should treat it as any other legal contract by reading its provisions carefully as they will affect Your legal rights. By assenting to this Agreement or by taking advantage of any of the benefits of membership in Our Affiliate Program, You are affirmatively agreeing to be bound by all of the terms contained in this Agreement. You may not pick and choose which terms apply to You. If You do not agree to be bound by all of the terms in this Agreement, You must cease all activities contemplated by this Agreement, cease participation in the Affiliate Program and forfeit all commissions that may be due. C. Enrollment in the Program - To begin the enrollment process, You will submit a completed application through our website, http://www.collegedudes247.com/pub/webmaster.asp. We will evaluate Your application and will notify You of Your acceptance or rejection. We will reject Your application if we determine in Our sole and absolute discretion that You have provided inaccurate or incomplete signup information, determine that You are an individual who is under 18 years of age (or below the applicable age of majority in Your home state) or a resident of an ineligible country, or if We determine that the Internet website(s) or marketing plan You use in connection with the Program is unacceptable to Us or Our sponsors for any reason, including, but not limited to, if Your site incorporates any image or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright or trademark infringement or other violation of third-party rights. Again, You must be at least eighteen (18) years of age (or older if the applicable legal age of majority is more than 18) to participate in this Program. D. Electronic Signatures / Assent Required - Nobody is authorized to act as an Affiliate for this Site unless they have signed this Agreement. Such signature does not need to be a physical signature, since this Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act). You manifest Your agreement to this Affiliate Agreement by taking any act demonstrating Your assent thereto. Most likely, You have clicked a button containing the words "I agree" or some similar syntax. You should understand that this has the same legal effect as You placing Your physical signature on any other legal contract. If You have not yet done so, You must immediately click here to electronically sign this Agreement. If We discover that You have not signed this Agreement, we will, unfortunately, be required to terminate Your participation in the Program, and We reserve the right to withhold a reasonable termination fee and/or make Our last payment to You an estimated amount. E. Revisions to this Agreement: 1. From time to time, we may unilaterally revise this Agreement. We reserve the right to do so, and You agree that we have this unilateral right. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. The updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. 2. We agree that if We change anything in this Agreement, We will change the "last modified date" at the top of this Agreement. You agree to periodically re-visit this web page, and to use the "refresh" button on Your browser when doing so. You agree to note the date of the last revision to this Agreement. If the "last modified" date remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it. If the "last modified" date has changed, then You can be certain that something in the Agreement has been changed. 3. Waiver - if You fail to periodically review this Agreement to determine if any of the terms have changed, You assume all responsibility for such omission and You agree that such failure amounts to Your affirmative waiver of Your right to review the amended terms. We are not responsible for Your neglect of Your own legal rights. F. Separation of Affiliate and Publisher is Complete and Total 1. The Publisher and Affiliate are completely separate entities and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, joint venturer agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever. 2. Nothing provided - Acting as an Affiliate does not mean that You are an employee of the Publisher. In fact, You are specifically placed on notice that You are not an employee of the Publisher. You are, at most, an independent contractor. No tools, no materials, and no support (other than what is specifically described in this Agreement) shall be provided to You. You are responsible for all internet access, computer equipment, modems, software, and other necessary requisites that You may need in order to function as an Affiliate. IV. SPECIFIC GRANT OF LICENSE AND AFFILIATE'S CONTENT: A. Publisher agrees to provide access to, and membership in, the Affiliate Program to the Affiliate and to provide Affiliate with the right to market, advertise and promote the Publisher's online services and content. B. Publisher will provide Affiliate access to a selection of promotional content including images, recordings, video, audio, links, computer script, advertising banners, and other promotional materials (hereinafter, "Materials") that are associated with the Program from time to time, and hereby grants a non-exclusive, restricted, license to use such Materials solely for the purposes set forth in this Agreement. THIS LICENSE IS REVOCABLE AT WILL. SUCH REVOCATION DOES NOT REQUIRE PRIOR NOTICE. C. The Publisher reserves the all rights to select, alter, delete, add to, or remove any and all Materials used by the Affiliate to promote the Publisher's content. Publisher's Materials may not be used in violation of any term contained in this Agreement. D. Affiliate's license to use the Materials shall automatically terminate, and all rights shall automatically revert to Publisher upon cancellation of the Affiliate's membership or withdrawal from the Program by the Affiliate. Affiliate may not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell, nor offer for sale in any manner, the Materials at any time anywhere in the world except as expressly authorized by the Publisher, in writing. E. If the Affiliate is accepted into the Affiliate program, the Publisher will provide the Affiliate with the information necessary to operate as an Affiliate. The Affiliate may create his or her own materials as well, but any such materials are subject to approval or disapproval by the Publisher. Any materials may not utilize the Publisher's trademarks unless the use is expressly permitted by the Publisher or provided directly by the Publisher. Any permission is revocable at will. F. If the Affiliate creates his or her own marketing materials, the Publisher shall have the right to exercise editorial control over the materials and shall have the right to demand that the Affiliate cease use of any materials whatsoever that may be used to promote the Affiliate Program directly or indirectly. Failure to adhere to any demand made by the Publisher in this regard within forty-eight (48) hours of the demand being made shall constitute a material breach of this Agreement and shall subject the Affiliate to immediate termination. G. If the Affiliate creates his or her own marketing materials, the Publisher shall have the absolute right to demand that these materials contain certain text, online agreements, documents, notices, disclaimers, or age verification devices that may be necessary or desirable to protect the Publisher's or the Affiliate's legal interests. H. The Affiliate shall be solely legally responsible for any consequences for all content available on or through its Affiliate Website(s). Affiliate warrants that its website and Materials will not infringe or contain any content that infringes upon or violates any intellectual property rights, or otherwise violates any applicable law, rule or regulation. Publisher shall have no obligations with respect to the content available on or through any participating website, including but not limited to, any duty to review or monitor any such content. Thus, Affiliate is solely responsible for the content on Affiliate's Website(s). I. Publisher owns the rights to any and all content and Materials located on any of Affiliate's sites if the Publisher's services are in any way promoted by that site. This intellectual property rights transfer applies whether the Publisher provided any content on the site or not. Publisher shall always remain the owner of all intellectual property rights pertaining to the Materials, which may be licensed from third-party content producers. Any and all derivative works generated by Affiliate shall inure to the benefit of the Publisher, which shall be considered the owner or license holder of such derivative works, to the extent permitted by law. J. Affiliate's license to use any of the Publisher's Materials shall automatically terminate, and all such rights shall automatically revert to Publisher upon cancellation of the Affiliate's membership or withdrawal from the Program by the Affiliate. V. ENROLLMENT: Acceptance into the Affiliate Program is not automatic. In order to enroll in Our Affiliate Program, the first step is to submit a completed application form through Our Affiliate Program Website, www.collegedudes247.com. After Your application is complete, We will evaluate Your application and notify You of Your acceptance. We reserve the right to refuse acceptance at any time and for any reason. VI. ACCEPTABLE CONDUCT POLICY FOR AFFILIATES: A. Once We notify You that Your completed application has been accepted, You may use any legal and legitimate form of promotion You choose to direct traffic to Your Affiliate Site, consistent with the terms of this Agreement. Practices that could reflect negatively on Us or Our sponsors are strictly prohibited. You may use banner advertisements, pop-up or pop-under windows, button links, text links, placement on web search engines or other similar electronic methods (collectively, the "Links") to direct traffic to Your Affiliate Site; provided, however, that Affiliate agrees to be bound by the following general policies in connection with all content with which Publisher's Materials are associated: 1. No defamatory, obscene, child pornographic, harassing, illegal, or otherwise objectionable content may appear the Affiliate's site; 2. Any Links appearing other than on Your Affiliate Site MUST direct traffic to Your Affiliate Site and NOT directly to the CollegeDudes247.com Site or any other URL. In other words, it is VERY IMPORTANT that all Links You develop under the Program, whether they be a banner ad, search engine result, pop-up or pop-under window or any other form, must route visitors to Your Affiliate Site FIRST, and THEN from there to the CollegeDudes247.com Site. This benefits You, because traffic coming from Your Affiliate Site will be much easier to track; 3. Affiliate shall have no content on the Affiliate's Site that promotes or facilitates illegal activity, or violates the rights of others such as copyright, trademark, other intellectual property infringement, right to privacy, right to publicity, or other similar rights; 4. Affiliate shall have no content that is prohibited. Prohibited content includes, but is not limited to: child pornography, incest, warez content, scatological content, depictions of coffins (or other death images), defecation, feces, urination, genital mutilation, underage teen modeling, actual or simulated rape, sexual violence, menstruation, obscenity, bestiality, threats of physical harm to persons or property, programs containing viruses, pirated software, wire fraud, drug trafficking, and/or violations of international export control laws. Publisher reserves the right to review and/or reject any content created and/or posted by Affiliate. 5. Our Affiliates are strictly forbidden to engage in any fraudulent, deceptive or unfair transactions or trade practices. The Affiliate agrees to fully comply with the United States Federal Trade Commission ("FTC") statutes and regulations (if Affiliate does business in the United States or with United States based customers), and any related rules, policies, and advisory opinions issued by the FTC. No commissions will be paid on violation transactions, and may be withheld if such conduct is suspected. 6. Affiliate may not promote any Publisher websites on any site that encourages password trading, distribution, or hacking. The Affiliate may not engage in promotion through the direct or indirect use of warez content, spamming, listing on newsgroups, illegal manipulation of search engines, bulk emailing, or hidden frames. 7. You may open a new browser or frame when a Link is clicked, but ONLY ONE - multiple browsers or frames with Links to the CollegeDudes247.com Site or other sites are not allowed; 8. You may not force exit traffic to Your Affiliate Site or any CollegeDudes247.com Site, such as by altering the function or behavior of "back" or "close" buttons; 9. You may not place Links to Your Affiliate Site on a "circle jerk" site or otherwise send traffic to Your Affiliate Site or any CollegeDudes247.com Site via practices such as hiding or camouflaging the entry button and/or Links to their pictures, or hiding the site's true content with the intention of tricking or encouraging browsers into clicking on Links; 10. You are not permitted utilize any metatags or other search engine terms that would imply or suggest that underage or illegal content may be found on the submitted Website. 11. Affiliate shall not directly or indirectly display on Affiliate's Website any advertising links, banners, or promotional materials for other external websites that would not be permissible under this Acceptable Conduct Policy. 12. Affiliate may not attempt to cheat, defraud, or mislead the Publisher, in any way. 13. Violation of the restricted nonexclusive license provided in this Agreement is prohibited. 14. Affiliate may not use the Publisher's Material or images to promote other sites or businesses. 15. Affiliates shall not use any material that contains "Trojan Horses," viruses, or the like, which causes damage to any computer or programs regardless of the intent. Affiliate will be solely responsible for any damage caused by the aforementioned destructive materials and the use of such materials will result in the termination of this Affiliate. 16. Affiliate's may not use any more than ten (10) free hosting galleries per site, per day. Any violation of this will result in termination of the Affiliate if the Affiliate does not cease and desist upon 48 hours notice. 17. PROMOTIONAL RESTRICTIONS AND SPAM: Affiliate may use any reasonable promotional tool desired, with the following exceptions: a. SPAM. The Affiliate agrees not to use the facilities and capabilities of the SITE to solicit the performance of any activity that is prohibited by the CAN-SPAM Act dealing with illegal distribution of Unsolicited Commercial Bulk Email ("UCBE"), commonly known as "spam." The Affiliate shall never forge or use without authorization, any mail header information. Affiliate agrees to the SITE's Spam Policy http://www.collegedudes247.com/pub/spam.asp, which is hereby incorporated by reference. Any violation of the CANSPAM Act is strictly prohibited. Any Affiliate using unsolicited bulk email will be immediately terminated as an Affiliate and no commissions will be paid to any such offending Affiliate. If such conduct is suspected, any commissions will be withheld, and the Affiliate will be reported to the appropriate authorities. b. Other kinds of Spam/Bulk Marketing - You are not permitted to market the site through use of spamming techniques, whether they are permitted by the CAN-SPAM Act or not. Prohibited techniques are as follows: - SPIM - Instant Messenger Spam - Newsgroup / Usenet Spam - Blog Comment Spam - Myspace Spam - Spamming via internal messaging services of other websites including, but not limited to, sales sites, personals sites, or other community-based sites whose internal messaging services might be exempt from the CAN-SPAM Act. c. Any breach of the SITE's Spam Policy or of this Promotional Restrictions' terms may result in immediate termination from the Program and forfeiture of any further commissions or payments. d. Publisher reserves the right to conduct random audits of all of its Affiliates to determine whether this provision is being complied with, and any suspected offending activity will result in immediate termination and suspension of all payments. Any violation will result in the forfeiture of any payments due. 18. WE HAVE A ZERO TOLERANCE POLICY FOR CHILD PORNOGRAPHY AND A ZERO TOLERANCE POLICY REGARDING PEDOPHILES OR ANY PEDOPHILIC ACTIVITY. a. You understand that all depictions of all persons in all Materials produced or published by the Publisher are of persons over the age of 18 as of the date of the production of the depiction. We take great measures to ensure that no underage models appear in any of Our Materials. b. If You traffic in, possess, or ever possessed any form of child pornography (including so-called "virtual" child pornography), You must exit this Site immediately and You are ineligible to be an Affiliate. We do not provide this kind of material. We do not tolerate those who provide or produce this kind of material. We do not tolerate consumers of this kind of material. c. In order to further Our zero-tolerance policy, all Affiliates agree that they will report any images, real or simulated, that appear to depict minors on any Affiliate's site. If You see any images or other depictions that are questionable, You agree to report these images by emailing Us at admin@collegedudes247.com. d. Include with Your report any appropriate evidence, including the date and time of identification. All reports will immediately be investigated and the appropriate action will be taken. e. We enthusiastically cooperate with any lawenforcement agency investigating child pornography. If You suspect other outside websites are participating in unlawful activities involving minors, please report them to http://www.asacp.org. 19. Affiliate's websites must contain all information required by 18 U.S.C. §2257, supported by all required documents. Affiliate represents that each site operated by the Affiliate is in full compliance with Section 2257 of Title 18, United States Code, the "Records Keeping and Labeling Act," including all applicable regulations. Affiliate acknowledges that it is Affiliate's legal obligation to comply with the disclosure provisions of the Records Keeping and Labeling Act, and that Affiliate must identify a records custodian and records address for each image appearing on the Affiliate's Website and maintain all required age records, indexed in the required manner. Affiliate represents and warrants that any and all content it provides on its Website is compliant with Title 18 U.S.C. §2257, and that all models depicted thereon were at least eighteen (18) years of age when the content was taken. 20. Affiliate also warrants that all materials shall only be transmitted and distributed by Affiliate's Website to willing adults. 21. Affiliates may not "hotlink" to any of the Publisher's images, banners and/or graphics unless they have been provided to the Affiliate for this purpose. 22. Affiliates must provide within 24 hours, upon request by the Publisher, access to any password protected area where the Publisher's websites are being or have been promoted. 23. Affiliates may neither solicit nor permit any minor to become a customer of the websites. Publisher takes a strong stance in favor of preventing minors from accessing sexually-oriented materials. Accordingly, any and all images, web pages, or tours depicting sexual activity must be protected by some form of legal age verification. Therefore, the Publisher adopts the following policies with regard to online age verification: a. Users can only access images depicting sexual activity (i.e. hardcore images) by passing through some form of online age verification that complies with the requirements of the Child Online Protection Act, ("COPA") such as the BirthDateVerifier® solution; or b. Alternatively, users must be restricted to accessing pages or content, or Material containing only soft core (i.e. no sexual activity) materials, which will be separately identified and provided by the Site. B. Suspected violation of a portion of the Acceptable Conduct Policy may result in termination from the Program and forfeiture of any past or future commissions or payments, whether earned or unearned. If, in Our sole opinion, You have violated any of the acceptable conduct policy provisions, You will forfeit all funds otherwise due, We will fully cooperate with the law enforcement with the investigation of Your actions. C. The Publisher shall retain the discretion to interpret, modify, terminate and/or enforce any of the general policies for Affiliates. D. If You violate any portion of this Agreement, You hereby agree that each and every violation shall result in liquidated damages of $3000.00 per occurrence. You specifically agree to pay this $3000.00 in liquidated damages. In agreeing to pay these liquidated damages, You acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties' good faith attempt to calculate an appropriate compensation based on anticipated actual damages. VII. AFFILIATE'S NOTIFICATION DUTY: Affiliate agrees to notify Us of: A. Any and all URLs where the Our Website(s) will be promoted. B. You also agree to immediately notify Us whenever there are inquiries or concerns by any person regarding any questionable activities of any kind. C. You further agree to notify Us immediately if You receive any inquiries or requests for information regarding the following subjects: - Obscenity - Child Pornography - SPAM Complaints - Copyright Infringement - Trademark Infringement - Deceptive Trade Practices - Misleading Search Terms - Invasion of Privacy Issues - Fraud, including Credit Card Fraud. - Any other criminal investigation inquiry of any kind unless You are clearly prohibited from doing so by law. - Any other civil investigation inquiry of any kind that pertains to You, even if it does not relate to Your relationship with Us. - Any civil or criminal subpoena served upon You, even if it does not relate to your relationship with Us. D. Failure to adhere to this section shall obligate You to pay $500.00 per occurrence in liquidated damages to Us. VIII. COMPENSATION AND BENEFITS: A. The Program includes one possible form of commission payout: payout based on a full signup i. Full Signup: We will pay You a commission of 50% per person who connects from Your Links on Your Affiliate Site to a CollegeDudes247.com Site and who signs up for a monthly recurring membership, and pay You 50% on each recurring membership for the life of that membership. ii. Some Affiliates may have a different compensation arrangement. Any arrangement other than that outlined above must be the subject of a prior agreement or must be otherwise agreed upon in writing. B. Limitations and Notice re: Commissions: i. Note that a commission will be paid to You only if the visitor to the applicable CollegeDudes247.com Site can be tracked by our system from the time of the Link to the time of the sale. In other words, You will receive no commission if a visitor arrives at a CollegeDudes247.com Site via Your Affiliate Site without subscribing to any services, navigates away from the CollegeDudes247.com Site, and later returns to the CollegeDudes247.com Site other than from Your Affiliate Site and subscribes to a membership. ii. No commission will be paid to You if the visitor's membership payment at the CollegeDudes247.com Site cannot be tracked directly to Your Affiliate Site by our system or if full payment for services is not made to Us by the customer, including, but not limited to, instances of credit card charge-backs, cancellations and other refunds. No commission will be paid to You for subscribers who are below the age of majority in their resident jurisdiction, or who reside in a jurisdiction that otherwise prohibits such person's use of or subscription to the CollegeDudes247.com Site or services offered thereon. No commission will be paid to You for signups by You or anyone within Your organization, or for subscribers who We determine were referred by You in violation of this Agreement or otherwise through actual or possible fraudulent activity (such as through the use of fraudulent names, e-mail addresses or credit cards). C. Commission Payment: You acknowledge and agree that before making any payments to You, we may require that U.S. citizens complete an I.R.S. Form W-9 or similar tax form and supply us with a valid Social Security Number, U.S. Federal Tax Identification number or other similar evidence of identity and eligibility, and that You and we are obliged to comply with all applicable laws, rules and regulations regarding taxation and otherwise. Commissions due and owing to You under the Program will be paid to You directly by Publisher on a weekly basis for the prior week's activity. Payments due and owing to You for a pay period of less than $100.00 will be rolled over into subsequent payment periods until at least $100.00 is reached, at which time You will receive payment. Payments will be in the form of CCBill, and will be mailed to the street address indicated in Your application (we will not mail to P.O. Boxes), or deposited directly into the bank account listed within Your application. If You dispute the manner or amount of calculation of Your commission with regard to any given payment period, You must inform Us in writing within sixty (60) days of said payment, otherwise You are deemed to have waived Your right to challenge said payment calculation. D. Affiliates will receive no commission for activity determined to be fraudulent, including but not limited to credit card numbers in a negative bin number data base, multiple subscriptions from a single email address, multiple subscriptions with the same credit card number, sequential names or patterns of names, many subscriptions from a specific Website in a short time span, and multiple attempts to subscribe from the same credit card, or any subscriptions that suggest a violation of our Spam Policy. We will also deny or withhold commission for any Links coming from any practices that violate the Acceptable Conduct Policy located elsewhere in this Agreement. Any Affiliate site found to be engaging in such actions will not receive any credit or payment and will forfeit any and all credit or payment earned. E. Affiliates agree that the Publisher, in its sole discretion, may deny or withhold payment and terminate Affiliate's membership due to any suspicious behavior including but not limited to unusually numerous charge backs or subscription cancellations. IX. BILLING AND DISBURSEMENT: A. The Publisher has the sole right to determine the manner in which payments will be processed, and the identity of any third party processor used for billing purposes. Determination of the third-party billing service shall be made at the convenience of the Publisher and may be unilaterally changed by the Publisher at the Publisher's sole convenience. B. If requested, any U.S. Affiliate will provide the Publisher with a Social Security Number or Federal Tax ID, so that an IRS form 1099 may be issued. Failure to provide the Publisher such information may result in termination of this Agreement. C. Affiliates agree that Publisher will not be held responsible for any billing errors. X. REPRESENTATIONS AND WARRANTIES: A. You, as the site Operator, warrant and represent that You own or operate a lawful, and otherwise valid Internet Website that adheres to the acceptable conduct policy as outlined above. B. Affiliate warrants that Affiliate is the sole owner of any and all necessary rights, title, and interest to any content contained on the Affiliate's Website, and that such Website is free of claims to the content by third parties. C. You represent that You have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that You are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by You; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude You from entering into this Agreement. D. The Publisher makes no representations or warranties other than those specifically contained herein, and specifically disclaims any implied warranties, including merchantability or fitness for a particular purpose. Publisher makes no representations of success or profitability and does not monitor or supervise the Site. XI. POP UP WINDOWS / JOIN PAGE: Affiliate is entitled to use one pop up exit window in connection with participation in the Program. Affiliate may determine the content of the Pop Up by selecting a URL, or by allowing the Publisher to randomly select a URL. The General Policies outlined above apply to the content contained on any Pop Up windows. Affiliate is also entitled to modify the Join Page to allow or disallow trial memberships, at the discretion of Affiliate. XII. CONFIDENTIALITY AND PRIVACY POLICY: A. "Confidential Information" shall mean any confidential technical data, trade secret, intellectual property, know-how or other confidential information disclosed by any Party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as "Confidential" or "Proprietary." If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced to writing and delivered to the receiving party within ten (10) days of such disclosure. B. Notwithstanding the foregoing, Confidential Information shall not include information which: 1. Is known to the receiving party at the same time of disclosure or becomes known to the receiving party without breach of this Agreement; 2. Is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; 3. Is rightfully received from a third party without restriction on disclosure; 4. Is independently developed by the receiving party or any of its subsidiaries; 5. Is furnished to any third party by the disclosing party without restriction on its disclosure; 6. Is approved for release upon a prior written consent of the disclosing party; or 7. Is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law. C. You agree that You will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of five (5) years thereafter, without the prior written consent of the disclosing party. You further agree that Confidential Information shall remain our sole property and that You will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information that We have entrusted to You. We shall grant no license to You with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein. D. Upon our request, You will promptly return all Confidential Information furnished or gathered or received in any way and all copies thereof. E. The parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the parties. You shall never disclose any of the specific terms of this Agreement to any third party without Our prior written consent. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party. F. If You breach any of Your obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, We shall be entitled to equitable relief to protect our interest therein, including but not limited to injunctive relief, as well as monetary damages notwithstanding anything to the contrary contained herein. G. The Publisher shall be entitled to make any public statement, press release or other announcement relating to the Website without any prior written approval of Affiliate. XIII. INTELLECTUAL PROPERTY RIGHTS: A. The parties agree that: 1. Each party's marks are and shall remain the sole property of that party; 2. Nothing in this Agreement shall convey to either party any right of ownership in the other party's marks; 3. Neither party shall now or in the future contest the validity of the other party's marks; and 4. Neither party shall in any manner take any action that would impair the value of, or goodwill associated with, such marks. 5. The parties acknowledge and agree that all use of the other party's marks by a party shall inure to the benefit of the party whose marks are being used. B. Each party hereby grants the other party, during the term of this Agreement, a non-exclusive, non-transferable license to use that party's trade names, trademarks, service names, copyrights, and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement, provided, however, that any promotional materials containing a party's proprietary marks will be subject to that party's prior, written approval. C. Each party agrees not to use the other party's proprietary marks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party will comply with the other party's requests as to the use of the other party's proprietary marks and will avoid any action that diminishes the value of such marks. Each party's unauthorized use of the other's proprietary marks is strictly prohibited. D. At any time, the Publisher may, at its sole discretion, require a copy of any and all legal documentation showing rightful ownership, or licensed distribution for any item displayed on the Affiliate's Website so as to resolve any copyright or other legal claims that may arise. If Affiliate is unable to provide ownership or licensing information to the complaining party and/or Website, then Affiliate must remove the objectionable material, or face having the applicable pages taken down by the Publisher. E. No Cybersquatting on Publisher's Marks: At no time will the Affiliate register a URL that includes or is similar to, the Publisher's URLs. This includes registration of any URL that includes our URL or any other trademark, trade name, or service mark that the Publisher owns. You will not register any URL that contains terminology that is confusingly similar to Our trademarks, service marks, or URL(s). This includes terms that sound like Our URL or trademarks, and it also includes terms that may be considered to be "typosquatting." If You violate this provision, you agree to reimburse Us for any legal fees, arbitration costs, court costs, or for any other expenses incurred as a result. If such costs are not able to be recouped by deducting funds from commissions owed to You, We reserve the right to take legal action against You for any such violation. Any violation of this provision will obligate You to pay all the aforementioned costs as well as $5,000.00 in liquidated damages to Us. You specifically agree to pay this amount. In agreeing to pay this $5,000.00 in liquidated damages, You acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties' good faith attempt to calculate an appropriate compensation based on anticipated actual damages. F. No Cybersquatting on Others' Marks: At no time will the Affiliate register a URL that includes any other trademark, trade name, or service mark owned by any other person, corporation, or other entity. You will not register any URL that contains terminology that is confusingly similar to such trademarks, service marks, or URL(s). This includes terms that may be considered to be "typosquatting." G. In the event that You wish to register a URL and You are unclear as to whether the URL would be considered to be a violation of this provision, You are invited to contact us at admin@collegedudes247.com. Upon receipt of Your request, We will issue a determination to You within thirty (30) days as to whether the URL would be a violation of this Agreement. In the event that You do not receive a response from us within thirty (30) days, You should consider registration of the URL to be a violation of this Agreement and You should not register the URL. H. If we are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from You, or if we are required to seek the assistance of an Attorney to pursue injunctive relief against You, or if We are required to file an ICANN complaint against You in order to bring about the transfer of an offending URL to Us from You, then You additionally agree that You will reimburse Us for all fees incurred in order to collect these liquidated damages, or in order to seek injunctive relief from You, or in order to file and prosecute an ICANN complaint. Affiliate understands that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the liquidated damages themselves. You agree that You will pay all of these fees and costs. XIV. TERMINATION: The following termination rights are in addition to the termination rights that may be provided elsewhere in this Agreement: A. Mutual Right to Termination Upon Notice: Either party may terminate this Agreement at any time for any reason upon written notice to the other party. In the event that the Publisher terminates this Agreement for breach, Affiliate shall not be entitled to receive any further commissions or payments, including commissions earned prior to the date of termination. Further, upon termination, Affiliate shall immediately cease using any marks and Materials referring to or supplied by the Publisher, including banners and promotional Materials. B. Affiliate's Right to Terminate: Affiliate shall have the right to terminate this Agreement at any time; however, Affiliate shall only receive its designated portion of revenue due as of the date of cancellation. C. Publisher's Right to Terminate: Publisher shall have the right to terminate this Agreement upon discontinuation of the Program by providing thirty (30) days notice to all participating Affiliates. Publisher shall also have the right to terminate this Agreement and cancel an Affiliate's account, if an Affiliate has not produced any new sign-ups during a three (3) month period of time. XV. DISCLAIMER AND LIMITATIONS: A. Affiliate expressly agrees that Affiliate's use of the services is at Affiliate's sole and exclusive risk. The services are provided on an "as is, with all faults" and "as available" basis. Publisher expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and noninfringement. Publisher makes no warranty that the services will meet Affiliate's requirements, or that the services will be uninterrupted, timely, secure, or error free; nor does Publisher make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services or that defects in any software, hardware or the services will be corrected. Affiliate understands and agrees that any use Affiliate makes of any Material and/or data downloaded or otherwise obtained through the use of the services is at Affiliate's own discretion and risk, and that Affiliate will be solely responsible for any damage to Affiliate's computer system or loss of data that results from the download of such material and/or data. B. In no event shall either party be liable to the other for any indirect, special, incidental, punitive or consequential damages, including but not limited to, loss of profits, loss of data, loss of business or other loss arising out of or resulting from this Agreement, even if the other party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either party and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability. Notwithstanding the aforementioned limitations of liability, You agree that if We are held liable to You for damages, the total amount of liquidated damages for any and all claims shall not exceed one hundred dollars ($100.00). C. Affiliate shall remain solely responsible for the operation of their own site, and we shall remain solely responsible for operation of the Program and its sites. Each party acknowledges that the other's site may be subject to temporary shutdowns dues to causes beyond the operating party's reasonable control. XVI. DISCLAIMER AND INDEMNIFICATION: A. The provision of any services which is in violation of any laws is strictly prohibited. If we determine that You or any user has provided or intends to utilize our services in violation of any law, Your status as an Affiliate will be terminated immediately. We do hereby disclaim any liability for damages that may arise from any user providing any services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold Us harmless from any liability that may arise for Us should You violate any law. B. You agree to defend and indemnify Us should any third party be harmed by Your illegal actions or should We be obligated to defend any claims including, without limitation, any criminal action brought by any party. C. Our Site contains Material that may be offensive to third parties. You agree to indemnify and hold Us harmless from any liability that may arise from someone viewing such material and You agree to cease review of the Site should You find it offensive. C. You agree to defend, indemnify, and hold harmless the Publisher, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from Your, or You under another person's authority including without limitation to governmental agencies, use, misuse, or inability to use the Site or any of the Materials contained therein, or Your breach of any of this Agreement. Publisher shall promptly notify You by electronic mail of any such claim or suit, and cooperate fully (at Your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or defense at its own expense, and choose its own legal counsel, but are not obligated to do so. D. The Affiliate understands that Publisher will take drastic measures to protect itself from any legal or civil litigation including, but not limited to, removing an Affiliate's web page(s) or Website(s) from its servers for any reason deemed appropriate by Publisher. Affiliate also understands that Publisher will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving Affiliate or Affiliate's web sites. Affiliate agrees to pay any such amounts without delay, and Affiliate agrees to pay $500.00 in liquidated damages should any amount due under this subsection be due for more than forty-five (45) days. XVII. FORCE MAJEURE: Neither party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software, including Y2K errors or omissions. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event. XVIII. NOTICE AND PAYMENT: A. Any notice or payment required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, or personal delivery by commercial carrier such as FedEx, United Parcel Service (UPS) or Airborne Express. B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph. C. When Notice is Effective. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day. Either party may, by giving the other party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder. D. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified, shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service. XIX. JURISDICTION/DISPUTES: A. Governing Law. This Agreement and all matters arising out of, or otherwise relating to, this Agreement shall be governed by the laws of Florida, excluding its conflict of law provisions. The sum of this paragraph is that any and all disputes, must be, without exception, brought to court and litigated in Orange County, Florida. 1. All parties to this Agreement agree that all actions or proceedings arising in connection with this Agreement or any services or business interactions between the parties that may be subject to this Agreement shall be tried and/or litigated exclusively in the state and federal courts located in Orange County, Florida. 2. The parties agree to exclusive jurisdiction in, and only in, Orange County, Florida. 3. The parties agree to exclusive venue in, and only in, Orange County, Florida. 4. The parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the parties with respect to, or arising out of, this Agreement in jurisdiction other than that specified in this paragraph. 5. All parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under this Agreement whatsoever. 6. All parties stipulate that the state and federal courts located in Orange County Florida shall have personal jurisdiction over them for the purpose of litigating any dispute, controversy, or proceeding arising out of (or related to) this Agreement and/or the relationship between the parties contemplated thereby. 7. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the parties address for the giving of notices as set forth in this Agreement. 8. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary. B. Right to Injunctive Relief. Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party's breach, and that an aggrieved party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity. C. Assignment. The rights and liabilities of the Parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. D. Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Affiliate Agreement will continue in full force and effect. E. Attorneys' Fees. In the event any party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce any of the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys' fees and costs incurred in connection therewith, including attorneys' fees incurred on appeal. F. No Waiver. No waiver or action made by the Publisher shall be deemed a waiver of any subsequent default of the same provision of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. G. Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement. H. Complete Agreement. Unless other documents are incorporated by reference, this Agreement constitutes the entire agreement between the parties with respect to Your access and use of the Site and the Materials contained therein, and Your Membership with the Site, and supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter. I. Other Jurisdictions. Publisher makes no representation that the Site or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access the Site from such locations do on their own initiative and are solely responsible for compliance with all applicable local laws. XX. SEVERABILITY: If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. XXI. STIPULATED LIQUIDATED DAMAGES: A. In various provisions in this Agreement, We have outlined liquidated damages amounts to be applied as penalties against You if You violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, You acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties' good faith attempt to calculate an appropriate compensation based on anticipated actual damages. B. For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, You hereby agree that any breach of this Agreement shall result in liquidated damages of $500.00 per occurrence. You specifically agree to pay this $500.00 in liquidated damages. C. If We are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from You, or if We are required to seek the assistance of an Attorney to pursue injunctive relief against You, then You additionally agree that You will reimburse Us for all fees incurred in order to collect these liquidated damages or in order to seek injunctive relief from You. You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the liquidated damages themselves. You agree that You will pay all of these fees and costs. XXII. INTEGRATION: This Agreement (including any specifically-referenced tributary agreements that are incorporated by reference) constitutes the entire understanding of the parties, and revokes and supersedes any and all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement. XXIII. DISCLAIMER: Other than those set forth herein, the parties make no other warranties or representations including warranties of merchantability or fitness for a particular purpose. Neither party represents the other, and both parties have had an opportunity to seek legal counsel of their choice. XXIV. BINDING AGREEMENT: The parties acknowledge the legally binding nature of this Agreement. By clicking on the "I AGREE" button on the following webpage: http://www.collegedudes247.com/pub/webmaster.asp. You are affirmatively stating that You have read and understand the terms set forth herein and that You agree to be bound by the terms hereof. You hereby adopt the /s/ mark appearing on the signature line below, as Your electronic signature on this document. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each signed this document electronically pursuant to the E-SIGN Act. _/s/__________________________ Adneder Castro, Secretary Shackz, Inc. CollegeDudes247.com _/s/__________________________ Affiliate

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