LootDaddy

TERMS AND CONDITIONS

This Agreement contains terms and conditions which apply to your participation as a member of the Lootdaddy Webmaster Revenue Program (the "Program"), operated by Urban Legends Video LLC. ("COMPANY", "we" or "us"). As used in this Agreement, "you" or "your" means the applicant/participating member.

We reserve the right to terminate any account at any time without notice, due to illegal activity.

Enrolment in this Program
1. To begin the enrolment process, you will submit a completed application through our website: http://www.lootdaddy.com . In order to enroll and participate in the Program, you must be over the age of eighteen (18) years, or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. We may reject your application if, in our sole discretion, we determine that your web property is unsuitable for the Program for any reason. Our reasons may include, but are not limited to, that we believe your web property incorporates images or content that are unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject your application if we believe your web property facilitates illegal activity, promotes violence or promotes or assists others in promoting copyright infringement or if you provide incomplete and/or inaccurate information on your submitted application.

Responsibility for Your Site
2. While we will review your web property for suitability to participate in the Program, you will be solely responsible for the development, operation and maintenance of your web property and for all materials that appear on your web property. We shall have no responsibility for the development, operation and maintenance of your web property and for any materials that appear on your web property. You shall also be responsible for ensuring that materials posted on your web property do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your web property are not libellous or otherwise illegal (including depictions of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal). You must have express permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law.

3. You may not promote us through the transmission of SPAM/UCE bulk email.

4. LootDaddy shall not accept any traffic generate via SPAM. In the event you have sent or caused to be sent any SPAM, your membership in the Program shall be terminated and all monies owed to you are forfeit.

5. We maintain a zero tolerance policy towards anything related to child pornography and will cooperate with law enforcement authorities in any child pornography investigations. Not only do we prohibit pictures which depict or insinuate sexual images of persons under the age of eighteen (18), we also prohibit words which may insinuate sexual images or acts of persons under the age of eighteen (18). If we determine that you have violated the Company's zero tolerance policy against child pornography, your membership in the Program will be terminated immediately. All monies due will be forfeited.

Other Grounds for Termination
10. In addition to the rights of termination described above, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:

a. Providing inaccurate or incomplete information to us concerning your identity, bank account, address or other required information;
b. Attempts to cheat, defraud or mislead us in any way;
c. Misrepresenting to the public the terms and conditions of the LootDaddy website, memberships, or products or your web property;
d. Promotion of LootDaddy on password sites, MP3 sites or "warez" sites;
e. Inclusion of stolen or unauthorized content on your site(s); and

The LootDaddy Webmaster Revenue Program
11. Joining LootDaddy enables you to promote all of our available websites on the following basis:

a. Revenue (trials and recurrings) ar split 60/40, 60% to the afilliate and 40% to the Program.
b. Payments are sent out twice per month.

Term of the Agreement
12. The term of this Agreement will begin upon our acceptance of your application, and will end when terminated by either party, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because, in our sole discretion, we believe you have violated the terms of this Agreement, including the covenant not to E-mail Traffic, you are not eligible to receive any commission payments or rewards, even for commissions and rewards earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification
13. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address in our records, or notice posted at http://www.LootDaddy.com , is considered sufficient notice to you of a change to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and the Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program, following our posting of modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions.

Relationship of Parties
14. You and the COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your web property or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.

Limitation of Liability
15. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.

Representations and Warranties
16. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. You further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons, and neither violate nor constitute a default under:
a. the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or
b. the terms of any other agreement, document or instrument applicable to you or binding upon you.

Indemnification
17. You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of, or are based on:
a. Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party;
b. The breach of any promise, covenant, representation or warranty made by you herein, including the covenant not to engage in SPAM/UCE promotions;
c. Any claim related to your web property.

Disclaimers
19. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Insufficient Activity
20. If, as a participating member, you fail to send traffic (i.e., uniques) to the Program, or do not have any Joins for any consecutive sixty (60) day period, we reserve the right to terminate your membership in the Program. If your membership is terminated for this reason, you may apply for a new account

Miscellaneous
23. Terminated accounts, except as expressly otherwise provided in this Agreement, cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of New York , without reference to rules governing choice of laws. Any disputes arising out of or pertaining to this Agreement which the parties are unable to resolve by bona fide negotiations at any executive level, shall be resolved by binding arbitration on the basis that the arbitration shall be submitted for arbitration to the American Arbitration Association on demand of either party to such dispute. Such arbitration shall be conducted in New York City, New York. Except as otherwise provided in this Agreement, such dispute shall be heard by one arbitrator in accordance with the then current commercial arbitration rules of the American Arbitration Association. The arbitrator shall have the right to award and include in their award any relief which he or she deems proper in the circumstances, including without limitation, money damages (with interest on unpaid amounts from the due date), specific performance, injunctive relief and attorney’s fees and costs. The award and decision of the arbitrator shall be conclusive and binding upon the parties and judgement upon the award may be entered into any court of competent jurisdiction. This Agreement to arbitrate shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. The arbitration shall be conducted informally with a view to the issue being resolved expeditiously and quickly. The arbitrator, as part of their decision, shall be entitled to determine which of the parties shall be liable for their costs or the ratio in terms of which the parties are to share their costs, failing which, their costs shall be borne equally between the parties. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THE LOOTDADDY WEBMASTER REVENUE PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

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