CelebClubCash - Affiliate Program Agreement

The CelebClubCash Affiliate Program available through and described at celebclubcash.com, as may be modified by CelebClubCash from time to time (the "Program"), is owned and operated by Interactive Productions Ltd. ("CelebClub"), a Gibraltar company. The Program is offered to you ("You") under the following terms and conditions:

1. Program Enrollment
After going through CelebClubCash's registration process for the Program, You will become enrolled in the Program, subject to the terms and conditions of this Agreement.

2. Links; Solicitations
Subject to the terms and conditions of this Agreement, CelebClubCash hereby grants You a non-exclusive license to (i) display, solely on Your website as identified in the Program registration form ("Your Site"), CelebClub button links in the form and format provided through the registration process, or text links designed in accordance with the Guidelines attached hereto (each a "Link"), and (ii) establish electronic links between Your Site and CelebClub's website located at celebclub.com (the "CelebClub Site"), using the Links. It is Your responsibility to install and format all Links properly, following instructions available through the registration process, and in accordance with the Guidelines attached hereto. CelebClubCash shall be under no obligation to assist You in installing or formatting the Links. You may not in any way modify the button Links or alter their size without first obtaining CelebClubCash's written consent. You agree to modify the Links, as may be requested by CelebClubCash in its sole discretion, within three (3) days of receiving notice of any such request. You shall, upon termination of this Agreement for any reason, immediately cease all use of the Links and remove same from Your Site. All users who visit the CelebClub Site will be deemed to be CelebClub customers and, accordingly, will be subject to CelebClub's terms of use, policies, and pricing, as may be modified from time to time by CelebClub in its sole discretion. You may not in any way misrepresent the contents of the CelebClub Site, its terms of use or its pricing.

3. Referral Fees
Payment processing for the Program is subject to CelebClubCash's terms of payment, which can be found on the FAQ Page. Provided You are at all times in compliance with all the terms of this Agreement, for each visitor to the CelebClub Site who enters the CelebClub Site through a Link from Your Site, or as a result of Your advertising, and subscribes to the CelebClub Site (a "Qualified Registrant"), You will be paid an amount equal to sixty five percent (65%) of the Subscription Fee actually received (and not subject to refund, chargeback or contingency) from such Qualified Registrant. As used herein, "Subscription Fee" shall mean only the fee paid by a Qualified Registrant to access the CelebClub Site. CelebClubCash will send payments on the 1st and 15th of every month, unless this falls on a weekend (Saturday/Sunday) or US public holiday, in which case the payment will be made on the following Monday or working day. Payment by bank wire involves a bank wire fee (€35) which will be deducted from Your total payment. This bank wire fee is subject to change and You must periodically check the CelebClubCash administration site for the relevant information. If you opt to receive payments via bank wire, the payment amount must equal €50 or more. If the amount is below €50, the payment will be carried over to the next payment date. CelebClubCash will provide You with a password for online access to an electronic report detailing the number of Qualified Registrants for a given reporting period. You agree to keep such password confidential and not to disclose it to any third party or allow any third party to use it. Accurate tracking and reporting of Qualified Registrants are subject to proper installation and formatting of the Links on Your Site in accordance with CelebClubCash's instructions. Should a dispute arise regarding Referral Fees payable hereunder, CelebClubCash's records shall govern in determining Qualified Registrants and payments owed hereunder in connection therewith. You may not use any automated signup mechanisms or any mechanisms that may fraudulently inflate the number of Qualified Registrants. You shall be responsible for, and shall pay when due, all taxes and similar charges based on or arising from payments made to You hereunder. Failure to provide appropriate tax documentation, as may be requested by CelebClubCash from time to time, will result in Referral Fees otherwise payable hereunder being withheld.

4. Warranties
You hereby represent and warrant that Your activities in connection with the Program do not and will not violate any applicable laws or regulations.

5. Indemnity
You agree to defend, indemnify and hold CelebClub, CelebClubCash and Interactive Productions Ltd., their officers, employees, shareholders, successors and assigns, harmless (including court costs and attorneys' fees) against any claims, damages, debts, settlements, expenses or liabilities of any type whatsoever arising out of any of Your acts or omissions, or in connection with Your Site, including, without limitation, in connection with any violations of copyright, trademark, obscenity, privacy, defamation, child pornography or anti-SPAM laws.

6. Intellectual Property
Except for the license granted in Section "Links; Solicitations" above , as between the parties, CelebClubCash shall retain all rights, title and interests in and to the CelebClub Site, the CelebClub domain names, the Links, any images, trademarks or service marks incorporated therein, and all other intellectual property rights related thereto. You will not represent or imply that You are CelebClub, an agent of CelebClub, or a part of CelebClub. You will not use or register (or make any filing with respect to) any CelebClub trademarks or service marks, or names, internet domain names, or other designations similar thereto or derivative thereof anywhere in the world. Use of any CelebClub trademarks or service marks hereunder and any associated goodwill shall inure solely to CelebClub, CelebClubCash or Interactive Productions Ltd., as applicable.

7. Termination
CelebClubCash may terminate this Agreement immediately if You breach any provision hereof, or if CelebClubCash or CelebClub receives a third-party complaint regarding Your Site or Your activities in connection therewith, the validity of such complaint to be determined by CelebClubCash in its sole and absolute discretion. You may terminate this Agreement at any time for convenience. Sections 4 through 10 shall survive termination of this Agreement for any reason.

8. Warranty Disclaimer
CELEBCLUBCASH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, THE CELEBCLUB SITE, OR THE NUMBER OF QUALIFIED REGISTRANTS, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. Limitation of Liability
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, CELEBCLUBCASH WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (II) IN ANY CASE, FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE REFERRAL FEES PAID TO YOU HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

10. Miscellaneous
CelebClubCash reserves the right to change its referral fees, policies, or the Program, and to modify this Agreement at any time by providing You with an email notice. You shall be responsible for reviewing and becoming familiar with any changes. If CelebClubCash does not receive written notice or email notification of termination from You within five (5) business days after notice of changes, it will be assumed that You accept such changes. For all purposes of this Agreement, each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other, and shall not bind or attempt to bind the other to any contract. Nothing contained in this Agreement is intended or is to be construed to constitute the parties as partners or joint venturers, or either party as an employee of the other party. Except as otherwise set forth herein, all notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail, or upon receipt, if sent by certified or registered mail, return receipt requested. CelebClubCash may assign this Agreement in whole or in part. CelebClubCash will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond CelebClubCash's reasonable control. This Agreement represents the complete agreement and understanding between You and CelebClubCash with respect to the subject matter herein, and supersedes any other written or oral agreement. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of Gibraltar, without regard to conflicts of laws provisions thereof. Unless otherwise elected by CelebClubCash, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the Gibraltar courts having within their jurisdiction the location of CelebClubCash's principal place of business, and both parties hereby consent to such jurisdiction and venue. In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.

11. Linking
Links may not in any way misrepresent the contents of the CelebClub Site, its terms of use or its pricing. If not using button Links provided by CelebClubCash, You may only use the phrases to link to the CelebClub Site provided in the CelebClubCash administration site, in the Resource Center section. All links that mention or refer to CelebClub shall link to the URL provided when you sign up. You may not use "fake gate" pages. You may not make subscription to celebclub.com a condition to other activities on Your Site.

12. Email Solicitations
CelebClubCash FORBIDS any form of email solicitation, opt-in, double-opt-in or otherwise. You may not solicit sales to the CelebClub Site using any form of email solicitation whatsoever. Any offenders will have their accounts terminated and their funds frozen.