OX CASH AFFILIATE MEMBERSHIP AGREEMENT

1. Grant of License and Promotional Rights
   Ox Cash agrees to provide Affiliate with the links, computer script and other promotional materials that are associated with the Program from time to time, and hereby grants a non-exclusive, restricted license to use such links, script and promotional materials for the purposes set forth in this Agreement. Affiliate's license to use this material shall automatically terminate, and all such rights shall automatically revert to Ox Cash upon cancellation of the affiliate's membership or withdrawal from the Program by the Affiliate.
   Upon acceptance into the Program, Ox Cash will begin providing users with the information necessary to participate in the Program and begin promoting the Ox Cash Websites.
2. AFFILIATE'S NOTIFICATION DUTY
   Affiliate agrees to notify Ox Cash of the url's where the Ox Cash Website(s) will be promoted.
3. Term
   This Agreement, and the provisions hereof, shall be in full force and effect commencing on the date accepted by Ox Cash and continuing until terminated by either of the parties in accordance with the Termination provisions set forth infra.
4. Compensation
   Ox Cash agrees to pay Affiliate in accordance with the "Program Details" posted here: , which may be altered from time to time without notice. Affiliate agrees to periodically review the Program Details for any changes, which are effective immediately upon posting.
5. Implementation
   Ox Cash and Affiliate acknowledge that "time is of the essence" in the commencement of this Agreement. Ox Cash will devote all commercially reasonable efforts to provide Affiliate with all necessary links, script and promotional materials as soon as reasonably possible.
6. BILLING AND DISBURSEMENT
   Ox Cash reserves the right to determine the manner in which payments will be processed, and the identity of any third party processor used for billing purposes. Currently, all new Affiliates will agree to the use of Jet Bill, for all billing services. Disbursements are made to affiliates by Ox Ideas, Inc. on the 8th and 22nd of each month. Payments on the 8th represent revenues generated from the 16th to the end of the previous month. Payments on the 22nd represent revenues generated from the 1st to the 15th of the current month.
7. Representations and Warranties
   Affiliate warrants that Affiliate is the sole owner of any and all necessary rights, title and interest to the content contained on the Affiliate's Website, and that such Website is free of claims to the content by third parties. Affiliate further warrants that Affiliate is at least eighteen (18) years of age, and can submit proof of age upon request by Ox Cash. Affiliate further represents that each site is in full compliance with Section 2257 of Title 18, United States Code, the Records Keeping and Labeling Act. Ox Cash 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.
8. General Policies for Affiliates
   Affiliate agrees to be bound by the following general policies in connection with all content with which Ox Cash promotional materials are associated:
   • Illegal content is strictly forbidden. Illegal content includes, but is not limited to, child pornography, actual or simulated rape, obscenity and/or bestiality. Ox Cash reserves the right to review and/or reject any content posted by Affiliate
   • Any fraudulent, deceptive or unfair transactions or trade practices are strictly forbidden. No commissions will be paid on such transactions, and may be withheld if such conduct is suspected. In addition, the Affiliate's account may be terminated in such circumstances.
   • Affiliate shall not engage in any activities that may be harmful to the reputation, image, goodwill or reputation of Ox Cash, including, but not limited to SPAMming, or inappropriate newsgroups/usenet postings. Such actions may result in immediate termination of Affiliate's account.
   • Violation of the restricted non-exclusive license provided in this agreement is prohibited and may result in termination of Affiliate's account.
   • Ox Cash shall retain the discretion to interpret, modify, terminate and/or enforce any of the general policies for Affiliates.
   • The free areas of the submitted site must not contain sexual activity or graphic display of the genitals. All such content must be restricted to the password-protected areas.
   • Ox Cash enforces a strict, zero tolerance policy with respect to child pornography. No site may use models under the age of eighteen (18) or suggest that its models are under the age of eighteen (18), either through text or other implication. Any Affiliate suspected of violating this zero tolerance provision shall be terminated from the Program.
   • Affiliate's Websites must contain all information required by 18 U.S.C.§2257
   • Affiliates agree to indemnify and hold Ox Cash harmless from any and all liabilities, claims, damages (including attorney's fees), threatened or incurred as a result of Affiliate's activities.
9. 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 Ox Cash 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.
10. Metatags
    Affiliate agrees not to utilize any false, misleading or infringing metatags tied to the Affiliate's site. In addition, Affiliate agrees not to utilize any metatags that would imply or suggest that underage or illegal content may be found on the submitted site.
11. DMCA Policy
    Ox Cash strictly complies with the obligations of the Digital Millennium Copyright Act. All notifications of claimed copyright infringement by a Website should be sent to Ox Cash' Designated Agent: Lawrence G. Walters, Esquire, Weston, Garrou & DeWitt, 455 Douglas Avenue, Suite 2155-31, Altamonte Springs, FL 32714, or via email to Larry@LawrenceWalters.com . Do not sent other inquires or information to the Designated Agent. 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 Ox Cash. In the event Affiliate's site is taken down pursuant to the DMCA, re-bills attributed to the noticed site will be suspended during the "take down" period. Any repeat violators of the DMCA will be banned from the Program.
12. Electronic Signatures
    This Agreement is intended to be governed by the Electronic Signatures Act. By submitting the "Ox Cash Registration Form", Affiliate thereby affixes his or her electronic signature to this Agreement, and thereby manifests assent to all terms contained herein.
13. CONFIDENTIALITY / PRIVACY
    
    • "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.
    • Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the same time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.
    • The receiving party agrees that it 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. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. The disclosing party shall grant no license to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.
    • Upon the request of the disclosing party, the receiving party will promptly return all Confidential Information furnished hereunder and all copies thereof.
    • 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. Neither party shall disclosed any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. 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.
    • If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, the non-breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary to the contrary contained herein.
    • Except as otherwise set forth in this Agreement, Ox Cash shall be entitled to make any public statement, press release or other announcement relating to the Website without any without the prior written approval of Affiliate.
    • Ox Cash honors the privacy of its Affiliate's personal information. Ox Cash does not share personal information about its Affiliates with others, except upon court order or subpoena.
14. INTELLECTUAL PROPERTY RIGHTS
    
    • The parties agree that: (i) each party's marks are and shall remain the sole property of that party; (ii) nothing in this Agreement shall convey to either party any right of ownership in the party's marks; (iii) neither party shall now or in the future contest the validity of the other party's marks; and (iv) neither party shall in any manner take any action that would impair the value of, or goodwill associated with, such marks. 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.
    • 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 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.
    • 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.
15. TERMINATION
    The following termination rights are an addition to the termination rights that may be provided elsewhere in this Agreement:
    • Right to Termination Upon Notice: Either Ox Cash or Affiliate may terminate this Agreement at any time upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party.
    • 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 for customer rebills for a period of five (3) years from the date of termination of this Agreement.
    • Ox Cash' Right to Terminate: Ox Cash shall have the right to terminate this Agreement upon discontinuation of the Program by providing thirty-one (30) days notice to all participating Affiliates.
16. DISCLAIMERS AND LIMITATIONS
    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. Affiliate shall remain solely responsible for the operation of their own site, and Ox Cash shall remain solely responsible for operation of the Program and its sites. A list of Ox Cash sites can be found here: . Each party acknowledges that the other's site may be subject to temporary shutdowns dues to causes beyond the operating party's reasonable control.
17. RELATIONSHIP OF THE PARTIES
    The relationship between Ox Cash and Affiliate under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, 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.
18. 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. 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.
19. NOTICE AND PAYMENT
    
    • Any notice or payment required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the following address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express:

    Affiliate: [Address on Ox Cash Webmaster Application Form]

    Ox Cash: Ox Ideas, Inc. 444 Brickell Ave., Suite 1001 Miami, FL 33131

    • 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.
20. JURISDICTION/DISPUTES
    This Agreement shall be governed in accordance with the State of Florida. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Florida including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. Venue for any litigation arising out of this Agreement shall be in Dade County, Florida.
21. AGREEMENT BINDING ON SUCCESSORS
    The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, and successors.
22. ASSIGNABILITY
    Neither party may assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
23. WAIVER
    No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement
24. 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.
25. INTEGRATION
    This Agreement constitutes the entire understanding of the parties, and revokes and supersedes 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.
26. ATTORNEYS FEES
    In the event any litigation arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys fees, including attorneys fees on appeal.
27. 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.