WEBMASTER AGREEMENT FOR MUFFIA.COM



Please read the following Affiliate Webmaster Agreement (the "Agreement"). When you enroll to a Muffia.com (the "Program") affiliate, you agree to all of the terms and conditions of this Agreement. Please read the following terms and conditions carefully, as they form the agreement between you, the Webmaster, and the Program. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PROGRAM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT COMPLETE THE APPLICATION FORM TO BECOME AN AFFILIATE WEBMASTER (referred to herein as "Affiliate", "Webmaster" or "you"). BY COMPLETING THE APPLICATION FORM TO BECOME AN AFFILIATE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.

Enrollment in Program

By completing the necessary form(s) to enroll in Program, you are represent and warrant to Program that you are over the age of 18 or the age of majority in your jurisdiction, whichever is higher ("Age of Majority"), and that you are capable of entering into this Agreement. Program reserves the right to either refuse to accept your enrollment or to immediately terminate your membership to Program, if Program, in Program's sole and absolute discretion, believes you to be under the Age of Majority. By completing such form(s) you are also certifying to Program that the laws in your jurisdiction do not in anyway prohibit you from entering into this Agreement.

You understand that your ability to enter into and perform under this Agreement is contingent upon Program's acceptance of your application and your ability to access the Internet and that you are solely responsible for any costs associated with your responsibilities under this Agreement including, but not limited to, setting up any websites, connecting to the Internet, maintaining any websites and hosting any websites. You acknowledge and agree that while Program may offer free hosting at the time that you apply to Program and/or are accepted to Program, any such free hosting service by Program may be revoked at any time and that you will be required to find and pay for hosting services for any websites you create under this Agreement.

License Granted

You are hereby granted a revocable, non-exclusive, non-transferable license to access and download promotional banners, videos, photographs, other promotional materials, and/or promotional materials created by you, provided that such materials are approved by Program in writing ("Promotional Items"), for use on site(s) owned by you ("Referral Sites") in order to refer traffic to websites owned, controlled and/or operated by us (the "Sites" or "Site Names"). Please click here for a list of such Sites. Such Promotional Items are licensed to you for the limited purposes of advertising, marketing and promoting Member Sites. Any and all licenses granted to you pursuant to this agreement shall immediately cease and revert to Program upon the termination or cancellation of this agreement.

You agree not to share any of the Promotional Items with anyone, in any way except as in accordance with the terms of this Agreement and applicable law. You represent and warrant that you will only use the Site Names, Referral Sites, Promotional Items and/or the Sites in compliance with all applicable laws, including United States Federal Laws.

You acknowledge and agree that this license is granted to you herein based upon your representation and warrant to the Program that you will comply with all applicable United States Federal laws, including, without limitation, 18 USC 2257 and 2257A, as amended, city, state, locality and country laws and regulations which may apply to you. You agree to post on your site all legally required records custodian (the "Custodian") information with respect to the Promotional Items.

LICENSE RESTRICTIONS

Although you are hereby granted a revocable, non-exclusive, non-transferable license to use the Site Names in connection with referring traffic to the Sites, you are not, as a part of this non-exclusive, revocable license, permitted to bid on, purchase or otherwise register/use the Site Names or use the words "Official", "Officially", "Official Site" or similar language in connection with the Site Names as keywords (sometimes referred to as "AdWords") on Internet search engines, such as google.com, ask.com, yahoo.com, msn.com, etc.; use the 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. You agree that in the event you violate any part of this section of this Agreement, you will be immediately terminated from the Program, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to Program as the rightful owner. The license granted to you hereunder permits you to post portions of videos, hosted on Program’s servers, which have been provided to you by Program for promotional purposes. You are not permitted to use any portions of Sites’ videos which have not been provided to you by Program that are not hosted on Program’s servers. Posting by you, pursuant to this license, must be done in compliance with the applicable Terms of Use for the service/website on which such clips are posted.

Your Website Names

Subject to the limitations in the paragraph above and pursuant to the license granted to you herein, Program will permit you to use any and all Site Names that you may choose in connection with promoting the Sites so long as such website domain name(s) registered by you does not infringe on Program's, Program's affiliated entities' or any third party's intellectual property rights, defame, insult or otherwise harass anyone, and does not promote or suggest any illegal activity. Again, you understand and agree that the limited, revocable license granted herein is limited by the conditions set forth above including, without limitation, the limitation that you are not permitted to register or use any domain names that are substantially similar to the Site Names or any website names belonging to any of our affiliated entities.

You agree to register with Program all domain names you use, own, create, manage and/or control in connection with this Agreement. Program will not compensate you for any referrals to the Sites, for which you would otherwise be due a payment for under this Agreement, if the referring site is not registered with Program. Should Program compensate you for any referral(s) from a site or sites not registered with the Program, you hereby acknowledge and agree that such payment is in error and that you are not in any way entitled to further payments for referrals from such site(s). You further acknowledge and agree to inform Program of any such payment error and that such erroneous payments may stop at any time with no liability to you by Program.

Representations to Program

You hereby represent and warrant that you will put safeguards in place, including, but not limited to an "age verification" page, so that no persons who have not yet attained the Age of Majority may view any and all Promotional Items which may contain explicit images. You further represent and warrant that you will not "deep link" so that a person referred to the Sites does not first have to confirm that he/she is at least the Age of Majority.

You further warrant that you have all legal rights, free from any and all encumbrances and third party claims, to all images, text, script(s), applications, logos and functional elements appearing on all Referral Sites.

You represent and warrant that you will only advertise on services and providers which permit such advertisement and that you will not advertise our Sites on any website or service which promotes any activity or which may be covered under the section of this Agreement entitled "Termination". You understand and agree that if you advertise for any service or provider which does not permit such advertising, including, without limitation, Myspace and Craigslist, you may be terminated if you do not immediately remove such advertisement after being notified that such advertisement is not permitted.

Enrollment with Program

Program endeavors to evaluate every application to us in good faith and as quickly as possible. Program reserves the right to deny an application for any reason, including but not limited to:

1. You supply us with inaccurate or incomplete data, and

2. You are attempting to register from one of the following countries: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Cost Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Poland, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan and Yugoslavia

Ownership of Promotional Items

You hereby acknowledge and agree that all rights to the Promotional Items belong solely to Program and/or Program's licensor(s). You further acknowledge and agree that any Promotional Item(s) created by you and approved by Program are a specially ordered and commissioned "work made for hire" within the meaning of the 1976 Copyright Act for the compensation provided according to the terms of the payout agreement agreed upon by you and Program.

NO EMAIL MARKETING OF THE SITES

Program does not permit email marketing or promotion of the Sites. You acknowledge and agree that any email marketing by you will be grounds for immediate termination from Program, without pay. You are required to review our agreement with the FTC as a material condition of your being accepted as an Affiliate by the Program.

Emails from Program to You

You acknowledge and agree that it may be necessary for Program to email you with information regarding your account with Program and changes to Program. For that reason, you warrant to Program that at all times while you are a Webmaster for Program you will keep an accurate, working email address on file with Program. You further acknowledge and agree that while Program has the right to send such emails to you, Program is under no obligation to do so regardless of any emails Program may have sent t you in the past or may send to you in the future.

Necessary Information

If you are a citizen or resident of the United States, you will be required to supply Program with the Federal Tax ID number or the Social Security Number which corresponds to the name you provide to us as the payee under this Agreement.

You acknowledge and agree that if you fail to provide us with accurate and complete information with respect to your Federal Tax ID or Social Security Number, you will not be entitled to any payments from Program and all monies earned prior to you supplying Program with this required information will be forfeited by you to Program.

You understand and agree that you are required by this Agreement to supply Program with a valid email address and other contact information, a failure to do so may result in the termination of your membership with Program.

Records

Program warrants it will supply all webmasters in good standing with Program with accurate and up-to-date information with respect to the Custodian for all Promotional Materials provided by Program to you. You understand and agree that you will post the Custodian information provided to you by Program on all of your websites associated with and linking to the Sites. You further agree that in the event Program requests that you change the Custodian for any reason, you will immediately do so. A failure to so change the Custodian as well as any other violation of this section will result in your immediate termination, without further notice, from Program and all amounts earned by you through Program, but not yet paid, will be immediately forfeited by you. You further understand and agree that to suggest or imply the Custodian has records for materials not supplied to you by Program is also a material breach of this Agreement and this Section.

Confidentiality

In furtherance of this Agreement, Program may disclose to you certain confidential information with respect to Program's business dealings, business model or other information which Program does not make available to the general public ("Confidential Information"). You agree to keep such Confidential Information in the strictest confidence until such time as Program makes such Confidential Information widely available to the general public. You further agree that in the event you receive any subpoena, complaint, court order or other official request or demand pertaining to the Confidential Information, you will immediately forward such to Program and that Program shall have the opportunity and the right to seek protective relief to prevent a disclosure of the Confidential Information.

Independent Entities

Nothing in this Agreement is intended by you or Program to constitute a joint venture or collaboration between you and Program. You acknowledge that you are in no way an agent, employee or similarly situated employment like relationship. You further acknowledge that you are only an affiliate of Program and have no authority to act on Program's behalf or bind Program to any debt or agreement. You agree that you will be solely responsible for the development, operation and maintenance of your Referral Sites and for all materials that appearing on such Referral Sites. You further agree that you are solely responsible for the development, operation and maintenance of the Referral Sites and for any and all materials appearing on such Referral Sites.

Program Payouts

Program offers to webmasters several different programs, which are described at http://partners.muffia.com/signup.php?id==. Program issues payments to webmaster (each a “Payout”) based upon the number of user registrations (“Registrations”) sent to Program, subject to the terms of this Agreement, on a bimonthly basis (each a “Pay Period”). For Active Webmasters, as such term is defined below, who send fewer than two hundred ten (210) Registrations in the current Pay Period, Program will such webmaster pay thirty-five dollars ($35.00) per Registration. For Active Webmasters, as such term is defined below, who send more than two hundred ten (210) Registrations in the current Pay Period, Program will pay such webmaster forty dollars ($40.00) per Registration. An active Webmaster is defined as a Webmaster that has sent a small number of customer signups per day (the number is randomly between 4-8 to prevent fraud) to the Sites. From time to time, Program may offer to Active Webmasters a "bonus day" which may include a fifty dollar ($50.00) per sign-up bonus for up to a maximum of twenty (20) sign-ups. Once an Active Webmaster has reached 20 sign-ups on a bonus day, the amount paid to Webmaster per sign-up will go back to the level at which Webmaster is usually paid. You acknowledge and agree that these payout levels may be changed at any time and that the posting of such change at least ten (10) days prior to such change taking effect shall be deemed adequate notice to you. In all circumstances, Program will only pay Webmaster for valid subscriptions. Please see below for information with respect to what Program may deem an Invalid Subscription.

Program pays out on a bimonthly basis. Payouts are based upon the amount of valid referrals, as set forth above, from sites registered by you with Program based upon our ability to track such referrals, which valid referrals result in a valid subscription to any of the Sites ("Valid Subscriptions"). You understand and agree that all Payouts by Program to you, must be cashed within ninety (90) days of such payout's issuance or such will be deemed forfeited by you to Program. You understand and agree that any dispute or question you may have regarding the amount of any Payout(s) must be called to the attention of the Program within ninety (90) days of the issuance of such payment or all your rights with respect to such dispute shall be deemed permanently waived by you. Similarly, in the event that Program believes that any payments were made in excess of the amount due to you, Program brings such overpayment to your attention within ninety (90) days of such payment. You further understand and agree that any disputes or questions regarding any and all payments made to you prior to January 14, 2008, must be reported to the Program no later than March 31, 2008 or all your rights with respect to such dispute shall be deemed permanently waived by you.

Change to Payment Information

You agree to notify Program of any change in your payment information at least five (5) days before the close of any pay period. No changes to your information are valid until you have received written confirmation from Program.

Invalid Subscriptions

You acknowledge and agree that you shall not be entitled to any compensation from Program for and subscription if Program determines or believes, in Program's sole discretion, that such subscription is the result of possibly fraudulent activity. Following is a list of what Program deems to constitute fraudulent activity:

- Multiple subscriptions coming from the same I.P. address within a short period of time;

- Subscriptions by Webmaster's family;

- Multiple or sequential subscriptions with credit cards which have the same bin number;

- Multiple subscriptions from the same credit card number;

- Subscriptions which are cancelled within twenty-four (24) hours of sign-up;

- Credit card used for subscription is in a "negative" database;

- Credit card with a bin number which is listed in the "negative" database; and

- A sudden surge in subscriptions from any or all of your sites, when such site(s) suddenly has a drastic increase in subscriptions.

You acknowledge and agree that the foregoing list is not an exhaustive list of all conduct which may constitute fraudulent activity, for which you will not be compensated. You further acknowledge and agree that the foregoing list may be changed at any time, as Program may deem necessary. You understand and agree that Program may terminate or suspend your account based upon Program's determination that one or more subscriptions are invalid.

Suspension or Termination

Program reserves the right to either terminate or suspend your status with Program in the event that referrals from your sites are subject to a high rate of Invalid Subscriptions, "chargebacks" or cancellations of accounts. Program further reserves the right to terminate or suspend your account with Program if you have a high rate of fraudulent activity with respect to referrals as such are outlined in the immediately preceding section.

Termination

In addition to reasons for termination mentioned previously herein, Program reserves the right to immediately terminate your account with Program, without notice to you, if at any time:

o you purchase or attempt to purchase any of our Site Names as a Google AdWord or any similar advertising device;

o Program has previously terminated you;

o any of your sites making referrals to Program has content which does not conform with the laws of the State of Florida and/or the United States;

o the inclusion of any defamatory, obscene, harassing, or content which is otherwise contrary to law;

o any of your sites making referrals to Program promotes, aids or abets the sale, re-sale or trading of Program passwords;

o any Referral Site promotes, aids, abets or constitutes an infringement, misappropriation or violation of any person's or entity's intellectual property rights including, but not limited to, copyrights, trademark rights, right of publicity, patent rights, personal property rights, privacy rights or other rights;

o participating in any activities that may be harmful to the reputation, image, goodwill and/or reputation of Program and/or the Sites;

o permitting access to or sharing the Promotion Materials to individuals under the Age of Majority;

o posting or sharing on your own website or on third party websites any portion(s) of any video appearing on any of the Sites, which have not been provided to you by Program for promotional purposes AND that are not hosted on Program’s servers;

o posting or sharing on your own website or on third party websites any portion of any video appearing on any of the Sites, on website(s) or service(s) in violation of the terms of use for such website(s) and/or service(s);

o attempting to circumvent Program's and/or the Site's age verification pages;

o the inclusion of any language suggesting that the models appearing on the Sites are under the age of 18 and/or that such models appear to be doing any act which is not in conformity with Florida or United States law;

o a Referral Site has references to; photographs or video depicting; promotes; or in any way suggests Program or the Sites contain or endorse: child pornography, incest, scat, coffins, defecation, urination, genital mutilation, sacrilegious, teen modeling, actual or simulated rape, sexual violence, menstruation, obscenity, and/or bestiality;

o the inclusion of any links or advertisements promoting any activity which does not conform to the laws of Florida and/or the United States, including, without limitation, promoting drugs, violence, hate speech, and/or violence;

o any material, date, file(s), program or other material which contains viruses, Trojan Horses or any other destructive script or program on any of your sites promoting the Sites. Program may immediately terminate this Agreement and all monies owed to you by Program will be deemed forfeited by you.

Cancellation

Either party may terminate this Agreement by delivering to the other written notice of cancellation. An email sent by Program to the email address associated with your account shall be deemed adequate notice to you, whether or not you actually read such email.

Effect of Termination or Cancellation

Immediately upon termination or cancellation any and all licenses granted to you herein cease and revert to Program. You agree to immediately remove from any and all websites owned, controlled, managed, and/or maintained by you and destroy all copies of the Promotional Items. If at the time of termination or cancellation you manage, own, operate or otherwise control a website which incorporates the Site Names or misspellings thereof, you agree to transfer such websites to the Program within twenty (20) days of termination or cancellation. Upon the request of Program, you agree to mail to Program written confirmation that all Promotional Items have been removed and destroyed. You understand that your failure to comply with this section will result in irreparable harm to the Program and the intended third party beneficiary. Program reserves the right to take any and all legal actions necessary to enforce the provisions of this section against you including, without limitation, monetary damages, injunctions, and actions for specific performance.

Digital Millennium Copyright Act Notice

NOTICE OF CLAIMED INFRINGEMENT

Program respects the intellectual property of others, and we ask our users to do the same. We observe and comply with the United States' Digital Millennium Copyright Act ("DMCA"). If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Program's Designated Copyright Agent the following information:

- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

- description of the copyrighted work or other intellectual property that you claim has been infringed;

o a description of where the material that you claim is infringing is located on the Sites or Referral Sites;

o your address, telephone number, and email address;

o a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

o a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

You may send your Notice of Claimed Infringement to:

Lawrence G. Walters, Esquire

781 Douglas Avenue

Altamonte Springs, FL 32714

Phone: (407) 975-9150

Fax: (407) 774-6151

Larry@LawrenceWalters.com

Please do not send other inquires or information to our Designated Agent.

NOTICE AND TAKEDOWN PROCEDURES

Program hereby implements, and you consent to, the following "notice and takedown" procedure upon receipt of any notification of claimed copyright infringement. Program reserves the right at any time to disable access to, or remove any material or activity accessible on or from Program or any Promotional Materials claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. It is the firm policy of Program to terminate the account of repeat copyright infringers, when appropriate, and Program will act expeditiously to remove access to all material that infringes on another's copyright, according to the procedure set forth in 17 U.S.C. §512 of the DMCA.

It is important to understand that knowingly making a material misrepresentation concerning alleged copyright infringement may result in significant civil penalties including damages, costs and attorneys fees incurred by the alleged infringer or Program member. In the event your Referral Site is taken down pursuant to the DMCA, re-bills attributed to the noticed ND will be suspended during the "take down" period. Any repeat violators of the DMCA will be terminated and banned from the Program.

NO WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR PERFORMANCE UNDER THIS AGREEMENT AND USE OF THE PROMOTIONAL MATERIALS ARE AT YOUR SOLE AND EXCLUSIVE RISK. ALL MATERIALS AND SERVICES PROVIDED BY PROGRAM ARE ON "AS IS, WITH ALL FAULTS" AND "AS AVAILABLE" BASES. PROGRAM 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. PROGRAM MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES PROGRAM 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. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU ALSO AGREE TO BE SOLELY LIABLE TO PROGRAM FOR THE LOSS OF ANY DATA AND/OR MATERIALS PROVIDED TO YOU BY PROGRAM, INCLUDING BUT NOT LIMITED TO DAMAGE CAUSED AS A RESULT OF HACKING AND/OR VIRUSES.

Indemnification

You agree to defend, indemnify, defend, and hold Program and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach by you of this Agreement; (b) your use (or misuse) of Program's services and/or Promotional Materials; (c) all conduct and activities occurring using your account and/or Referral Sites; (d) any item or service sold or advertised in connection with your Referral Sites; (e) any defamatory, libelous or illegal material(s) contained within your Content or material(s) or your information and data; (f) any claim or contention that any of your Referral Sites contain any information, data or other materials which infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; (g) third party access or use of the Promotional Materials provided to you information and data; (h) any claim related to your website(s); (i) any costs incurred on your behalf as a result of your failure to comply with local or Federal United States Law; and/or (j) any violation of this Agreement. Program reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so and Program is permitted by this Agreement to later seek indemnification from you. You shall not settle any such claim or liability without the prior written consent of Program, which consent shall not be unreasonably withheld. You understand that Program will take any and all measures to protect itself from any legal or civil litigation including, but not limited to, removing your website(s) from its servers and/or canceling your account, in Program's sole discretion. You also understand that Program will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving you or your Referral Sites.

Notice and Account Information

Notice

Any notice or payment required by or in furtherance of this Agreement may be provided by email to the email address on file for the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne. You agree to keep current email and address information on file with Program for this purpose.

Notice shall be deemed effective upon receipt by the other party, except as provided for herein. 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.