SUNNY DOLLARS AFFILIATE RESELLER AGREEMENT

THIS AFFILIATE RESELLER AGREEMENT ("AGREEMENT") CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU ("AFFILIATE") AND SUNNY DOLLARS ("SUNNY DOLLARS") AND DESCRIBES THE TERMS AND PROVISIONS APPLICABLE TO YOUR PROMOTION OF PROPRIETARY SITES AND SERVICES OWNED AND OPERATED BY SUNNY DOLLARS ("SERVICES") AND ANY FUNCTIONS TO BE PERFORMED THEREBY. YOU MUST READ, AGREE WITH, AND ACCEPT ALL OF THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT, INCLUDING THE TERMS AND PROVISIONS EXPRESSLY SET FORTH BELOW AND THOSE INCORPORATED BY REFERENCE, BEFORE YOUR STATUS AS A SUNNY DOLLARS AFFILIATE IS AUTHORIZED. THE ABOVE NAMED PARTIES ARE HEREIN REFERRED TO SINGULARLY AS A "PARTY" AND COLLECTIVELY AS "PARTIES". NO AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER, OR FRANCHISOR-FRANCHISEE RELATIONSHIP IS INTENDED OR CREATED HEREIN. THIS AGREEMENT WILL BE GOVERNED BY THE ELECTRONIC SIGNATURES ACT. YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT BY SELECTING "I AGREE" AND CLICKING THE APPROPRIATE BUTTON BELOW OR BY ANY ACCESS, VIEWING, OR USE OF THE SERVICES. IF YOU DO NOT AGREE, YOU MUST SELECT "I DISAGREE" AND NOT ACCESS, VIEW, OR USE ANY PART OF THE SERVICES.

A CURRENT VERSION OF THIS AGREEMENT IS MAINTAINED AT http://www2.sunnydollars.com/terms.php.

1. Affiliate Warranties, Guarantees, and Representations

1.1 Affiliate represents, warrants and guarantees as follows:
A) I am eighteen (18) years of age or over the age of majority in my jurisdiction and will submit proof of my age if requested;
B) I am entering this Agreement as an independent contractor;
C) I am not a partner, agent, shareholder or in any business relationship with Sunny Dollars other than that of an independent contractor and will make no representations to any third party in contradiction of this fact;
D) I am solely responsible for selecting and providing any and all content, material, products, and/or services for my marketing efforts to promote the sites of Sunny Dollars;
E) Any sites I refer to Sunny Dollars hereunder are hosted by a hosting service that permits the publication of adult content or depictions of sexually explicit material.
F) The content, images, design, URL/Domain, text, and domains on my promotion pages do not infringe on the rights of any third party, including without limitation, copyright, trademark, patent, rights of publicity, personal property rights, privacy rights, or any other legally protected rights;
G) I am not publishing any material that is or could reasonably be interpreted as child pornography, simulated child pornography, torture, rape, simulated rape, or bestiality;
H) I am in compliance with the laws of the legal jurisdiction from which I operate and will continue to operate in compliance with the laws of the legal jurisdiction from which I operate
I) I am not using, supplying, publishing, or transferring, in any way, programs, files, data, viruses, worms, e-mail acquisition programs, "Trojan" viruses, or any other monitoring or destruction program on the pages I use to promote the sites of Sunny Dollars directly or indirectly to anyone.

2. Commissions and Programs

2.1 For each user Affiliate directs to a website in the Sunny Dollars Site List, as provided below, that becomes a subscriber or makes a subsequent purchase, Affiliate will receive a commission in the time and manner as set forth in the Program Details maintained by Sunny Dollars at http://www2.sunnydollars.com/programs.php.
2.2 Sunny Dollars has agreements in place with third parties for the processing of subscription requests and subsequent purchases. Sunny Dollars will only pay commissions for subscriptions from referrals by Affiliate that result in ACTUAL COLLECTABLE FUNDS. If the third parties fail or refuse to pay for a subscription referred to Sunny Dollars by Affiliate, Sunny Dollars will not be responsible for nor liable to Affiliate for any sums or amounts whatsoever, and any credit for such subscription will be debited from Affiliate's account.
2.3 Affiliates may enroll in the Affiliate programs listed in the Affiliate Program Guide maintained at http://www2.sunnydollars.com/programs.php.

3. Promotion

3.1 Affiliate may use any form of promotion Affiliate so chooses, consistent with the terms of this Agreement and in compliance with the laws of the jurisdiction from which the Affiliate operates. Affiliate may use banner advertisements, button links, and/or text links to Websites included in the list of sites maintained at http://www2.sunnydollars.com/sites.php ("Site List"). Sunny Dollars will not provide images or copies of model identification documents to Affiliate without legitimate request from law enforcement authority. Sunny Dollars warrants that all models depicted are Eighteen (18) years of age or older at the time of production.
3.2 Affiliate may use banners and buttons provided by Sunny Dollars and available for download from Sunny Dollars, or Affiliate may design Affiliate's own advertisement. Affiliate indemnifies Sunny Dollars for all advertisements and promotional materials designed by Affiliate or not obtained directly from Sunny Dollars.
3.3 Subject to this Agreement, Affiliate is granted a limited, non-exclusive, non-transferable and revocable license to access and download such promotional materials for placement on Affiliate Websites for the sole and exclusive purpose of advertising, marketing, or promoting the Websites included in the Site List as provided above. This license will automatically and immediately cease upon the termination or revocation of this Agreement.
3.4 SPAM AND EMAILS SOLICITING NEW MEMBERS. Promotion via UNSOLICITED BULK EMAILS IS STRICTLY FORBIDDEN. Promotion of Sites using any unsolicited email is prohibited. Any such activity by Affiliate, as determined in the sole and absolute discretion of Sunny Dollars, will result in the immediate termination of Affiliate as a participant in the Program and forfeiture of all monies otherwise due and payable to Affiliate hereunder. Sunny Dollars maintains a strict ZERO TOLERANCE POLICY FOR SPAMMING. Should any individual or entity provide Sunny Dollars with notice an Affiliate has engaged in the transmission of unsolicited bulk emails or has engaged in otherwise unlawful conduct, Sunny Dollars reserves the right to disclose account information regarding such Affiliate including, without limitation, the identity, location, and contact information of Affiliate.
3.5 Affiliate Websites. Affiliate is solely responsible for all materials appearing on Affiliate websites. Affiliate will be responsible for ensuring any materials posted do not violate or infringe upon the rights of any third parties and any laws, including without limitation, 18 U.S.C. §2257 or similar laws in other jurisdictions around the world.
3.6 Affiliate will not, directly or indirectly, link any of the following content or material to any websites in the Site List through any links maintained or created on Affiliate websites any material:
A) which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer, i.e. an individual who looks or appears less than eighteen (18) years of age), or by a performer who is portrayed or made to appear to be a person under eighteen (18) years of age by virtue of the script, make-up, demeanor, costuming, setting, or otherwise;
B) in which persons under eighteen (18) years of age are depicted in actual, simulated, or suggestive sexual situations;
C) displayed or transmitted in such a way or manner as to constitute display of harmful matter or indecent communications to minors;
D) not fully in compliance with 18 U.S.C. §2257 or any similar statute, law, code, or regulation of any country, province, or jurisdiction worldwide;
E) constituting obscenity, including without limitation, material depicting bestiality, rape or torture;
F) constituting an infringement, misappropriation, or violation of any third party's intellectual property rights such as copyright, trademark, patent, rights of publicity, personal property rights, privacy rights, or any other legally protected rights; or
G) which promotes or contains warez, passwords, serial numbers, unauthorized or illegally copied MP3 files, bestiality, rape, child pornography, or any acts of violence or illegal activity, including without limitation, meta tags, text, links, graphics, or any HTML or source code.

4. No Relationship or Agency

4.1 No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created herein.

5. Limitation of Liability

5.1 EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR ELSEWHERE VIA THE SERVICES, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER SUNNY DOLLARS NOR ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUNNY DOLLARSS, OR SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR CONSULTANTS, OR ANY OTHER THIRD PARTY MENTIONED AT THE SERVICES WILL BE LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION:
A) THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION;
B) DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THE RELIANCE ON OR USE, MISUSE, INABILITY TO USE, RESULTS OF USE, OR PERFORMANCE OF THE SERVICES AND ANY THIRD PARTY SERVICESS LINKED TO OR FROM THE SERVICES, OR THE MATERIALS, INFORMATION, MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, OR FAILURE THEREOF, OR LINKS CONTAINED AT ANY OR ALL SUCH SERVICESS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
C) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, OR COSTS, INCLUDING LEGAL OR ATTORNEYS' FEES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT USE OR ACCESS OF THE SERVICES, CONTENT, OR ANY MATERIALS CONTAINED THEREIN, INCLUDING CONTENT AND MATERIALS SUPPLIED BY YOU OR A THIRD PARTY, INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PUBLICITY, PRIVACY, OR OTHER INDUSTRIAL, CONTRACTUAL, OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. THIS LIMITATION APPLIES TO THE ACTS, OMISSIONS, NEGLIGENCE, AND GROSS NEGLIGENCE OF SUNNY DOLLARS, ITS SUCESSORS, ASSIGNS, AFFILIATES, SUNNY DOLLARSS, OR SUPPLIERS, TOGETHER WITH ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND CONSULTANTS WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A CAUSE OF ACTION AGAINST SUNNY DOLLARS IN CONTRACT, TORT, OR ANY OTHER LEGAL DOCTRINE. YOUR SOLE AND EXCLUSIVE REMEDY REGARDING ANY OF THE FOREGOING IS TO DISCONTINUE USE OF THE SERVICES, CONTENT, AND ANY MATERIALS CONTAINED THEREIN.
5.2 If your use of the Services results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof.
5.3 The aggregate liability of Sunny Dollars, its suppliers, or distributors to you or any third parties in any circumstance will not exceed the total commissions paid or payable to Affiliate hereunder.
5.4 Some United States states and foreign countries do not permit the exclusion or limitation of incidental or consequential damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. You may also have other legal rights which vary from state to state.
5.5 In jurisdictions not allowing the exclusion or limitation of incidental or consequential damages, the liability of Sunny Dollars, its successors, assigns, affiliates, licensors , and suppliers, together with all of their respective officers, directors, employees, and consultants will be limited to the fullest extent permitted by applicable law.

6. Restrictions and Prohibitions

6.1 Individuals or entities not residing or organized in the following countries must provide a reference from another sponsor with a program similar to that of Sunny Dollars in order to verify the account: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Netherlands, Norway, Sweden, Switzerland, United Kingdom, United States, Slovakia, Russian Federation, Slovenia, Czech Republic.
6.2 Sunny Dollars reserves the right to refuse any individuals or entities the right or ability to serve as an Affiliate hereunder for any reason whatsoever.
6.3 New Affiliates will be paid solely by check for the first three (3) month period of serving as an Affiliate hereunder, upon the expiration of which Sunny Dollars will determine, in its sole and absolute discretion, whether the Affiliate has established a stable and reliable account history. Upon such determination, Affiliate may, by written request, select an alternate method of payment then currently being offered by Sunny Dollars.
6.4 Affiliate will not be entitled to any commission from Sunny Dollars for any subscription which Sunny Dollars, in its sole and absolute discretion, determines or reasonably suspects is the result of fraudulent activity, coercion, theft, or mistake of any type or manner. Fraudulent activity will include, without limitation, an attempt to process a credit card with a bin number that is listed in a negative bin number database; and sequential or multiple attempts to register or subscribe a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
6.5 Affiliate may not transfer or assign any benefits hereunder.
6.6 Affiliate will remain a participating Affiliate hereunder until Affiliate terminates such participation by notifying Sunny Dollars of its intent to terminate as provided herein, unless the Affiliate or program is terminated by Sunny Dollars for any reason.
6.7 If Affiliate's participation is terminated for any reason or if Affiliate ceases to offer services on the Internet, Affiliate ceases to be an authorized Affiliate hereunder. Thereupon, Affiliate will immediately and permanently cease all use of all materials provided to Affiliate by Sunny Dollars.
6.8 Sunny Dollars has the right to terminate any and all rights and benefits hereunder at any time, for any reason, or for no reason at all in its sole and absolute discretion and may do so with or without prior notice or cause.
6.9 All rights and benefits hereunder, including without limitation, all advertising banners, photographic materials, illustrations, recordings, video, sound, and any other form of intellectual property provided to Affiliate by Sunny Dollars as part of this Program are the property of Sunny Dollars and will remain the property of Sunny Dollars and may not be copied or reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated, sold, or offered for sale in any manner, at any time anywhere in the world except as expressly authorized by Sunny Dollars in writing in advance.
6.10 Materials used by Affiliate in the promotion of any Sunny Dollars website or Service, or any items included therein:
(A) will not be false, inaccurate, or misleading;
(B) will not be fraudulent or involve the sale of counterfeit or stolen items;
(C) will not infringe any third party's intellectual property, copyright, patent, trademark, trade secret, publicity rights, privacy rights, or other proprietary rights;
(D) will not violate any local, state, federal, or international law or regulation, including without limitation, those governing export control, consumer protection, unfair competition, anti- discrimination, false advertising, deceptive practices, or securities transactions;
(F) will be in compliance with the laws of the legal jurisdiction from which the Affiliate operates, including but not limited to 18 USC 2257 and associated Regulations.
(G) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing;
(H) will not be obscene, contain child pornography, harmful to minors, or be distributed to people not legally permitted to receive such content;
(I) will not create liability for Sunny Dollars or cause it to lose, in whole or in part, the Services, its Internet Service Provider, hosting server, or other suppliers;
(J) will not violate the terms and provisions of any agreements you have with any third parties as such relate to your use of the Services; and
(K) will not contain any virus, Trojan Horse, worm, time bomb, cancelbot, robot, spider, monitor, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, record, or expropriate any system, data, or personal information.
6.11 Any communications or materials you transmit to Sunny Dollars by electronic mail or otherwise may be used by Sunny Dollars, its affiliates, or licensors for any purpose, including without limitation, reproduction, disclosure, display, performance, transmission, publication, broadcast, and posting. Furthermore, Sunny Dollars and its affiliates and licensors are free to use any ideas, concepts, know-how, hypothesis, premise, or technique contained in any such communication for any purpose whatsoever, including without limitation, developing, manufacturing, and marketing products or services.
6.12 Sunny Dollars reserves the right to access, monitor, remove, or disable access to any Affiliate promotional materials at any time in its sole and absolute discretion.
6.13 The rights and benefits conferred to Affiliate hereunder are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, such rights and benefits are not available to minors or to temporarily or indefinitely suspended Affiliates.
6.14 To become an authorized Affiliate, you must accept the terms and provisions contained in this Agreement on behalf of yourself or the corporation, partnership, or other legal entity that will be acting as an Affiliate hereunder. By accepting the terms and provisions of this Agreement, you represent that you are:
(A) eighteen (18) years of age or older, or twenty-one (21) years of age or older in places where eighteen (18) years of age is not the age of majority; and
(B) if applicable, you are authorized to sign for and bind the corporation, partnership, or other legal entity that will be acting as an Affiliate hereunder.
6.15 The rights and benefits conferred to Affiliate hereunder may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to these terms and provisions contained in this Agreement.
6.16 Affiliate agrees to comply with all applicable local, state, federal, and international laws and regulations related to performance hereunder.
6.17 Affiliate will not engage in fraud or other illegal activity, or to infringe the intellectual property rights of Sunny Dollars or third parties.
6.18 Affiliate will comply with the terms and provisions of all agreements currently existing between Affiliate and any third parties, as such terms and provisions relate to performance hereunder, including those Agreements executed by Affiliate while acting as an Affiliate hereunder.
6.19 Except as the Parties specifically agree in writing, Affiliate will be solely responsible for the selection, implementation, and performance of all third party equipment, software, and telecommunication equipment and services, including without limitation, Internet email connectivity and Internet services used in connection with performance hereunder. Affiliate is responsible for ensuring that the email system and computer meets reasonable industry minimum standards for interoperability, including without limitation, processing speed, memory requirements, choice of email server and client software, and use of dedicated Internet access for accessing Internet email.

7. Term and Termination

7.1 Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party notice thereof. Notice by email is considered sufficient to terminate this Agreement.

8. Warranty Disclaimer

8.1 EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES, SERVICES, SITE, CONTENT, OR ANY MATERIALS CONTAINED THEREIN OR CONSTITUTING A PART THEREOF ARE AT YOUR OWN RISK AND THAT SUNNY DOLLARS, ITS AFFILIATES, SUNNY DOLLARSS, AND SUPPLIERS PROVIDE THE SERVICES AND CONTENT "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS, ENDORSEMENTS, OR CONDITIONS. SUNNY DOLLARS, ITS AFFILIATES, SUNNY DOLLARSS, AND SUPPLIERS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
(A) ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT;
(B) THAT THE SERVICES, CONTENT, OR ANY MATERIALS CONTAINED THEREIN OR CONSTITUTING A PART THEREOF WILL MEET ANY REQUIREMENTS OR WILL BE AVAILABLE, ACCURATE, RELIABLE, CORRECT, USEFUL, TIMELY, UNINTERRUPTED, SECURE, OR FREE FROM DEFECTS OR ERROR, INCLUDING WITHOUT LIMITATION, TRANSMISSION OR RECEPTION OUTAGES, BLOCKAGES, WEAKNESSES, STATIC, VIRII, WORMS, TROJAN HORSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS OR EVENTS;
(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SUNNY DOLLARS, ITS AFFILIATES, SUNNY DOLLARSS, OR SUPPLIERS.
8.2 While reasonable efforts are made to ensure the accuracy, correctness, and reliability of the Services, Sunny Dollars makes no representations or warranties as to the accuracy, correctness, and reliability of the Services, which may be out of date. Sunny Dollars makes no commitment to update the Services.
8.3 Sunny Dollars does not guarantee continuous, uninterrupted, or secure access to the Services, and operation may be interfered with by numerous factors beyond its control.
8.4 The Services is provided "as is" and "with all faults" and the entire risk as to the satisfactory quality, performance, accuracy, and effort is with the User.
8.5 Sunny Dollars may provide links to third party sites. Links to third party sites are provided solely as a convenience. Use of such links will cause the User to leave the Services. Sunny Dollars does not review or control any third party sites, and does not endorse, make any representations regarding, and is not responsible for any content, services, information, software, products, or materials found therein, nor any loss or results suffered in relation to use of the third party site. Access of any third party site via the Sunny Dollars domain or sub-domain is entirely at the User's own risk. You hereby waive any and all claims against Sunny Dollars regarding the inclusion of links to third party sites and your use of those sites.
8.6 Some states and foreign countries do not permit the exclusion or limitation of implied warranties. Therefore, some or all of the above limitations may not apply to the extent they are prohibited or superseded by state or national provisions. There may also be other legal rights which vary from state to state.
8.7 No representative, agent, employee, or other person is authorized to make any modifications, extensions, or additions to any warranty or disclaimer contained herein.

9. Sunny Dollars Content License

9.1 Subject to the terms and provisions of this Agreement, Sunny Dollars hereby grants to User a non-exclusive, non-transferable, non-sublicensable license to use promotional and other materials, such as data, information, processes, procedures, methods, advertisements, articles, publications, text, graphics, logos, icons, images, audio, videos, software, and other analog or digital information in any media, now known or later developed, provided by Sunny Dollars to Affiliate ("Content") in conjunction with the promotion of the Sunny Dollars websites contained in the Site List.
9.2 Affiliate acknowledges that use of the Content is limited to the scope of the license granted under this Section and that this Agreement does not permit the User to use the Content other than as provided herein. Affiliate acknowledges that the Content and any other materials provided to Affiliate by Sunny Dollars, including the structure, organization, and source code of such content or materials constitute valuable trade secrets of Sunny Dollars and its suppliers. Without Sunny Dollars' prior written consent, User will not knowingly or negligently permit other individuals or entities to:
(A) use or copy any Content or materials except in strict accordance with the terms and provisions of this Agreement;
(B) modify, translate, alter, adapt, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on any Content or materials;
(C) apply any process, technique or procedure to ascertain or derive the source code to the Content or materials, which is a valuable trade secret of Sunny Dollars;
(D) merge the Content or materials with any other software or website or service
(E) sublicense, rent, lease, grant a security interest in, or otherwise transfer rights to the Content or materials except as specifically permitted herein;
(F) use the Content or materials to operate in or as a time-sharing, outsourcing, or service bureau environment other than for Affiliate's own internal use; or
(G) in any way allow third-party access to the Content or materials not otherwise in accordance with the terms and provisions of this Agreement.
9.3 All Content or materials contained within the Sunny Dollars websites and provided to Affiliate hereunder, is the property of Sunny Dollars or its licensors and is protected by copyright, trademark, patent, or other intellectual and proprietary rights. The compilation, meaning the collection, arrangement, and assembly, of all Content or materials is the exclusive property of Sunny Dollars or its licensors, and is protected by copyright, trademark, patent, or other intellectual and proprietary rights.
9.4 All elements, including without limitation, the general design and Content or materials, of the Sunny Dollars principal website maintained at http://www.sunnydollars.com/ and those websites included in the Site List, are protected by trade dress, moral rights, copyright, trademark, patent, or other intellectual and proprietary rights. Except as explicitly permitted under this or another agreement with Sunny Dollars or one of its respective licensors, no portion or element thereof may be copied or retransmitted via any means and all related rights will remain the exclusive property of Sunny Dollars or its licensors unless otherwise expressly agreed.
9.5 Affiliate may not reproduce, resell or sublicense the Content or materials without the express prior written consent of Sunny Dollars. Affiliate will not use the Content or materials for any other purpose or for the benefit of any of its affiliates or any third party except as expressly authorized herein or in advance in writing by Sunny Dollars. Affiliate may not make any derivative works or other products or software based in whole or in any part on the Content or materials. Affiliate may not modify the Content or materials for its own use or for the use of any other person or entity.
9.6 The Content and Materials are copyrighted by Sunny Dollars and all websites, html code, and are covered by the copyright notice and the restrictions on reproduction, publication, and distribution contained in this Agreement apply. Affiliate will not remove or alter any copyright notice contained in or within the Content or materials.
9.7 Affiliate agrees that it will not use any robot, spider, other automatic device, or manual process to monitor or copy any portion of the websites or Services contained herein without the prior express written permission of Sunny Dollars. Affiliate agrees that it will not use any device, software, or routine to bypass any operational element, or to interfere or attempt to interfere with the proper working of the websites or Services, server, or activities conducted therein. Affiliate agrees that it will not take any action that imposes an unreasonable or disproportionately large load on the websites or Services or network infrastructure.
9.8 Much of the Content is updated on a real time basis and is proprietary or licensed to Sunny Dollars or its licensors . You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any Content or materials without the prior express written permission of Sunny Dollars or respective licensor.
9.9 "Sunny Dollars" and any accompanying logos, alone or in conjunction with any text, are trademarks and service marks of Sunny Dollars and are in use, registered, or pending in certain countries. Sunny Dollars retains all right, title, and interest in and to its trademarks, service marks, domain names, Internet sites, and trade names worldwide (collectively the "Marks"). You agree to use the Marks only with the prior express written permission of Sunny Dollars, and then only in the manner authorized. You may not alter, modify, or change the Marks in any way under any circumstances.
9.10 Subject to the terms and provisions of this Agreement, Sunny Dollars grants a limited license to you to make personal use of the Services only for their intended purposes. This license expressly excludes the collection and use of other Users' personal information, email addresses, User Materials, or any data extraction or data mining whatsoever, except with the prior express written permission of the respective owner. You may not repost or otherwise reuse or distribute materials created by or resulting from using the Services.
9.11 You may not use, export, or re-export the Content or Services at this Services or any copy or adaptation thereof in violation of any applicable law or regulation, including without limitation, United States export laws and regulations and/or the export laws and regulations of the jurisdiction from which the Affiliate operates, according to applicable treaties.
9.12 You agree to take all action and cooperate, at Sunny Dollars' request, to protect Sunny Dollars' right, title, and interest in any property, and agree to execute any documents necessary to perfect Sunny Dollars' ownership of such right, title, and interest.
9.13 Nothing in this Agreement grants either Party ownership or other rights except in accordance with the terms of this Agreement.

10. Indemnification

10.1 You hereby agree to defend, indemnify, and hold harmless Sunny Dollars, its successors, assigns, affiliates, licensors , and suppliers, together with all of their respective officers, directors, employees, and consultants from and against any and all claims, civil and criminal liability, judgments, penalties, taxes, damages, and all costs and expenses, including without limitation, those arising out of or relating to your use, misuse, or inability to use the Services or any materials, or any violation of this Agreement of any local, state, federal or international law, regulation, or statute, or the laws or regulations of the legal jurisdiction from which the Affiliate operates, or any rights of any third parties, including without limitation:
(A) any third party claim, action, or allegation that the Services infringe or violates any third party's copyright, patent, trade secret, trademark, right of publicity, or right of privacy, contains any defamatory content, or violates any local, state, or federal law, regulation, or statute, including without limitation, any claim of personal injury or product liability;
(B) any fraud, manipulation, or other breach of this Agreement or other policies and agreements by you;
(C) any third party claim, action, or allegation brought against Sunny Dollars arising out of or relating to a dispute with you over the terms and provisions of an agreement or related to the purchase or sale of any goods or Services;
(D) your violation of any law or the rights of a third party;
(E) your use, or Sunny Dollars' provision, of the Services or use of your User Account by any third party. Sunny Dollars will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Sunny Dollars' behalf without the prior written consent of Sunny Dollars; and
(F) reasonable attorneys' fees resulting from any breach of any warranty or representation under this Agreement.
10.2 Sunny Dollars reserves the right to exclusively defend and control any indemnification matters and you hereby agree that you will fully cooperate and assist in any such defense.

11. Confidentiality

11.1 Each Party will treat as strictly confidential all Confidential Information of the other Party, and will not disclose such Confidential Information to any person or entity or use such Confidential Information except as contemplated herein or as otherwise authorized in writing. Each Party will implement procedures to prohibit the unauthorized disclosure or misuse of the other Party's Confidential Information by its agents, employees, and representatives, and will not intentionally disclose such Confidential Information to any third party except for the purposes of this Agreement, and subject to confidentiality obligations similar to those set forth herein.
11.2 Notwithstanding the above, neither Party will have liability to the other with regard to any Confidential Information of the other which:
(A) was publicly available at the time it was disclosed or becomes publicly available through no fault of the receiver;
(B) was known to the receiver, without similar confidentiality restriction, at the time of disclosure;
(C) is disclosed with the prior written approval of the discloser;
(D) is independently developed by the receiver without any use of the Confidential Information; or
(E) becomes known to the receiver, without similar confidentiality restriction, from a source other than the discloser without breach of this Agreement by the receiver.
11.3 In addition, each Party will be entitled to disclose the other's Confidential Information to the extent required by any order or requirement of a court, administrative agency, or other governmental body, provided that the receiver will provide prompt, advance written notice thereof to the discloser and cooperate with the discloser if the discloser elects to seek a protective order or otherwise prevent such disclosure.
11.4 Nothing in this Agreement will restrict each Party's rights to assign or reassign its employees, including without limitation those who have had access to the other Party's Confidential Information, to any project in its discretion.

12. Governing Law and Dispute Resolution

12.1 This Agreement will be interpreted, construed and governed by the laws of Cyprus, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods.
12.2 Venue for all disputes arising under this Agreement will lie exclusively in Nicosia, Cyprus.
12.3 You agree that any and all disputes, claims, or controversies arising from or relating to this Agreement or the breach, termination, or validity thereof which cannot be resolved informally will be resolved individually, without resort to any form of class action or consolidation in any arbitration with any dispute, claim, or controversy of any other party, and will be submitted to binding arbitration. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
12.4 The arbitration will be in the English language in Nicosia, Cyprus.
12.5 The arbitration panel will determine issues of arbitrability but may not limit, expand, or otherwise modify the terms and provisions contained herein.
12.6 Any award made pursuant to this section:
(A) will be a bare award limited to a holding for or against a Party and affording such remedy as is deemed equitable, just, and within the scope of this Agreement;
(B) will be without findings as to issues, including without limitation, copyright, trademark, or patent validity or infringement, or a statement of the reasoning on which the award rests:
(C) may, in circumstances other than patent disputes, include injunctive relief;
(D) will be made within four (4) months of arbitration panel appointment; and
(E) may be entered in any court of competent jurisdiction.
12.7 The requirement for arbitration will not be deemed a waiver of any right of termination under this Agreement and the arbitration panel is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination.
12.8 Each Party will bear its own expenses, but those related to the compensation and expenses of the arbitration panel will be borne equally.
12.9 The arbitration panel will not have authority to award punitive or damages in excess of compensatory damages, and each Party irrevocably waives any claim thereto.
12.10 The Parties, their representatives, participants, and the arbitration panel will hold the existence, content, and result of the proceedings in confidence.
12.11 Notwithstanding the foregoing, Sunny Dollars reserves and will have the sole and exclusive right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction, whether in the United States or in a foreign country, to collect any fees, recover damages for, or obtain injunctive or other relief relating to the Services, its operation, or intellectual property if, in the sole opinion of Sunny Dollars, such action is necessary or desirable.
(A) You hereby consent and agree to irrevocably submit to the exclusive personal jurisdiction of such courts, accept service of process by mail, and irrevocably waive any available jurisdictional, venue, or inconvenient forum objections to such court.
(B) You hereby agree that such action will not be deemed a waiver of the obligation to arbitrate.
12.12 In the event you file an action contrary to the foregoing provisions, Sunny Dollars may recover attorney's fees and costs up to five-thousand Unites States Dollars ($5,000).

13. General Provisions

13.1 No action of Sunny Dollars, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of this Agreement.
13.2 Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
13.3 You agree that this Agreement and all incorporated agreements may be automatically assigned by Sunny Dollars, in its sole and absolute discretion, to a third party in the event of a merger or acquisition.
13.4 Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.
13.5 Any failure to act with respect to a breach of the terms and provisions of this Agreement does not waive any right by Sunny Dollars to act with respect to subsequent or similar breaches.
13.6 All provisions of this Agreement that by their nature should survive termination will survive termination, including without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity, arbitration, governing law, and the general provisions.
13.7 You also may be subject to additional terms and provisions that may apply when you use affiliate or third party services, sites, content, or software.
13.8 Should Sunny Dollars prevail in any action or proceeding to enforce rights under this Agreement, it will be entitled to recover its costs and attorneys' fees from you.
13.9 You agree that you are subject to the terms and provisions contained in this Agreement and any additional policies applicable to the Services, which may be posted from time to time. All such posted policies or rules are effectively immediately upon posting and are hereby incorporated by reference into this Agreement.
13.10 The provisions of this Agreement will be binding upon and will inure to the benefit of the Parties, their heirs, administrators, successors, and assigns.
13.11 You may not assign this Agreement or the rights and obligations hereunder to any third party under any circumstances.
13.12 You will be solely responsible for all costs and expenses incurred arising out of or relating to this Agreement.
13.13 You acknowledge and agree that if you are located in any legal jurisdiction where any common, statutory, regulatory, codified, or other law, rule, or regulation makes accessing the Services or any materials contained therein inappropriate, illegal, or subject to consents or permissions that you have not obtained, or voids this Agreement in whole or in part, then you are not authorized to access the Services or any materials contained therein.
13.14 The Services contain features that may allow User to collect data from, control, or monitor computers running the Services. User hereby agrees to hold Sunny Dollars harmless from and against any damages, claims, losses, settlements, attorney's fees, and other expenses related to any such activities.
13.15 User acknowledges and agrees that the Services are not intended for use with any high risk or strict liability activity and Sunny Dollars makes no warranty and will have no liability arising from any use of the Services in any high risk or strict liability activities.
13.16 User acknowledges that the laws and regulations of the United States restrict certain export and re-export of commodities and technical data of United States origin, including the Services. User agrees that it will not export or re-export the Services in any form.
13.17 The Section headings in this Agreement are solely for convenience and will not be considered in its interpretation. Any applicable Sunny Dollars Price List is incorporated herein as if set forth herein in full. This Agreement has been reviewed and negotiated by the parties, and each party has had the opportunity to review this Agreement with counsel of its own choosing. Accordingly, this Agreement will not be construed strictly for or against either party. Pronouns used in this Agreement will be construed to include the masculine, feminine or neuter, as the identity of the antecedent may require.
13.18 Each Party acknowledges that its material breach of this Agreement including, without limitation, unauthorized disclosure or use of the other Party's Confidential Information, will cause irreparable harm and significant injury to the Party which may be difficult to ascertain and that a remedy at law would be inadequate. Accordingly, each Party agrees that the other Party will be entitled to immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have at law or in equity.

14. Revision, Amendment, and Notice

14.1 Sunny Dollars reserves the right to amend or revise this Agreement and any terms and provisions incorporated by reference herein at any time and in any manner. Amended or revised terms and provisions will be effective immediately. Users will be notified of any such revision or amendment as provided herein. This Agreement may not otherwise be amended or revised except in a writing signed by both parties.
14.2 Sunny Dollars reserves the right to revise the Services, Content, information, materials, and available contractual license terms featured via the Services without notice.
14.3 Except as explicitly stated otherwise, any notice required according to this Agreement will be given as follows:

(A) Notice to Sunny Dollars: via email to legal@sunnydollars.com.
(B) Notice to Users: via http://www2.sunnydollars.com/terms_changes.php or email to the address provided during the registration process.

14.4 Notice will be deemed given twenty-four (24) hours after any HTTP document is posted or after any email is sent, unless the sending Party is notified that the email address is invalid. Alternatively, notice may be sent via reputable carrier to the address provided to Sunny Dollars during the registration process. In such case, notice will be deemed given three (3) days after the date sent.
14.5 The designated agent for service of notices pursuant to the Digital Millennium Copyright Act is as follows:

Sunny Dollars
Attn: legal department legal@sunnydollars.com

with a courtesy copy to legal counsel for Sunny Dollars:

Chad Belville,
Attorney at Law,
4500 South Lakeshore Drive Suite 515 Tempe,
Arizona 85282 United States

15. General Release

15.1 In the event that you have a dispute with one or more Users or users of third party sites, you release Sunny Dollars, its successors, assigns, affiliates, licensors , and suppliers, together with all of their respective officers, directors, employees, and consultants from claims, demands and damages, both actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with such disputes.
15.2 Sunny Dollars does not control the information provided by other Users or users of third party sites that is made available through the Services. You may find other Users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe online behavior when using the Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals.
15.3 If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

16. Force Majeure

16.1 Neither you nor Sunny Dollars will be 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 the affected Party's reasonable control that it is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

17. Severability

17.1 If any court or other tribunal of competent jurisdiction hereof holds any term, clause, or provision of this Agreement invalid or unenforceable, then such term, clause, or provision will be eliminated, severed, or limited to minimum extent necessary such that this Agreement will otherwise remain in full force and effect.

18. Entire Agreement

18.1 This Agreement and the terms, clauses, and provisions hereof, as well as those incorporated by reference, constitutes the entire understanding and agreement of the Parties, and revokes and supersedes all prior oral or written agreements between Sunny Dollars and the User and is intended as a final expression of their Agreement.
18.2 You agree that you are not entering into this Agreement in reliance on any statements, representations, or promises other than those contained herein.
18.3 This Agreement will take precedence over any other documents, incorporated herein or otherwise, which may conflict with this Agreement.
18.4 This Agreement will not be modified or amended except in writing signed by the Parties, specifically referring to this Agreement.