This Affiliate Terms and Conditions Agreement (the "Agreement") is entered into by the Affiliate (hereinafter referred to as the "Affiliate," "You," and/or "Webmaster") and MG Content RK Limited, a corporation duly incorporated under the laws of Ireland, doing business as "NastyDollars.com." (hereinafter referred to as "NastyDollars") relating to your use of and participation in the NastyDollars affiliate advertising program (the "Program" or "Referral Program").
You may not use any illegal content to promote any product or site connected to Nasty Dollars in anyway (collectively, the "NastyDollars Sites", individually each a "NastyDollars Site") nor may you allow advertising for NastyDollars to be placed on any webpages which condone any illegal activity. Illegal activity includes any content and/or activity which may run afoul of any law, rule or regulation in the United States of America and/or the location where you are located such as, without limitation and by way of example only, child pornography/exploitation, rape/brutality, incest, bestiality, necrophilia, drugging/incapacitation, blood/mutilation, death, or snuff. In the event that we believe, in our sole and absolute direction, that you are promoting any NastyDollars Site or Sites in violation of this Agreement, your account with NastyDollars will be immediately terminated and all moneys which would have otherwise been payable to you hereunder will be deemed surrendered by you in partial payment of the damages arising from your breach. As and when NastyDollars is alerted to any content it considers, in its sole and exclusive opinion, to be questionable NastyDollars may either terminate the responsible Affiliate as set forth above or provide the responsible Affiliate with a grace period determined by NastyDollars to remove objectionable material;
Affiliates whose urls are not functional, whose traffic immediately redirects to another url or do not have content may be considered in violation of this Agreement.
Once your Affiliate account is active, note that any urls submitted may be subject to review and any such review, if undertaken, may result in closure of your account and forfeiture of moneys otherwise due to you if the review shows you have violated any term of this Agreement . Failure to do so may result in the suspension of your Affiliate relationship. Furthermore any urls that you choose to send traffic from must be communicated to your Affiliate manager. Failure to do so may result in the closure of your account.
The acquisition of any domain name(s) or URL(s) that incorporate or are confusingly similar to any of the trademarks, service marks, or URLs owned by or under common ownership with NastyDollars, including, but not limited to, words or URLs such as "Reality Kings", "Brazzers", "Mofos", "Wicked" and/or "Twisty's " or any other related trademarks, service marks, or URLs owned by or under common ownership with NastyDollars, as may be changed, updated and/or added to from time to time, is expressly prohibited. In the event that you do not comply with this notice, NastyDollars.com's shall be entitled to reduce or cease the payout or payment amount otherwise due to Affiliate accordingly.
By clicking on 'I accept' and 'create account', the Affiliate is entering into this legal Agreement with NastyDollars and affirmatively stating that the Affiliate has read, understands and accepts the Agreement in its entirety without objection and as such agrees to be bound by the terms and conditions set forth herein. Affiliate cannot become a member of the NastyDollars Affiliate Program unless accepting each and every term and condition herein.
The Program provides each Affiliate with the ability to earn money for each new subscription purchase made by a new customer if such customer makes a purchase immediately after clicking on an advertisement placed by the applicable Affiliate and such advertisement contains the Affiliate's unique code with NastyDollars, often called an "affiliate code". Each such sale, which also complies with all terms of this Agreement, is referred to herein as a "Subscription" or a "Qualified Sale".
By signing up to the Program, and by supplying NastyDollars with all the required information to sign up with the Program, the Affiliate is acknowledging that the Affiliate has read and agreed to all of the terms and conditions, promises, warranties, duties and obligations set forth in this Agreement and agrees to be bound by the terms thereof.
In order to enroll and participate as a Webmaster in the Program, the Affiliate must be over eighteen (18) years of age and/or over the age of majority if residing and/or conducting business in a location where the age of majority is greater than eighteen (18) years of age (such minimal age requirement is referred to herein, as applicable, the "Age of Majority"). The Affiliate may not participate in the Program in any manner if not the Age of Majority. If Affiliate is a corporation or any other legal entity, all of its shareholders, partners and directors must be at least the Age of Majority. If at any time, NastyDollars discovers that an Affiliate is under the Age of Majority, the Affiliate's account shall be cancelled and all monies due will be forfeited as partial damages for violation(s) of the terms and conditions of the Agreement.)
Affiliate must be the owner of the website or the individual vested with the authority to enter into contracts on behalf of the entity that owns the rights to any website submitted by Affiliate to Program.
The Agreement and the provisions hereof, shall be in full force and effect commencing on the date the Affiliate's account is created and exist until terminated by either party in accordance with the provisions set forth herein subject to Program's right to revise the terms of this Agreement at any time. Program shall have the right to amend any or all of the terms of this Agreement at any time without notice and Affiliate hereby agrees to regularly review this Agreement. Participation in the Program (whether by logging in to the Program or sending a Qualified Sale) following the posting of a revised Agreement shall constitute Affiliate's agreement to fully comply with such revised terms.
All payments are made in U.S. dollars ("USD").
Webmasters may opt to be paid either (i) through a revenue share model wherein Webmasters receive a percentage of all moneys received by NastyDollars in connection with the Valid Subscriptions (as defined in Secion 9 below), less all associated costs and fees (the "Rev-Share Program"); or, (ii) a flat amount per new Valid Subscription without regard to renewal Subscriptions (the "Flat Fee Program"). For Webmasters who elect to be participate in the Flat Fee Program and send fewer than one hundred fifty (150) Valid Subscriptions in the applicable Pay Period (as defined in Section 11 below), Program will pay such Webmaster thirty-five dollars ($35.00) per Valid Subscription. For Webmasters who elect to be participate in the Flat Fee Program and send between one hundred fifty and two hundred ninety-nine (150-299) Valid Subscriptions in the applicable Pay Period, Program will pay such Webmaster forty-five dollars ($45.00) per Valid Subscription. For Webmasters who elect to be participate in the Flat Fee Program and send more than three hundred (300) Valid Subscriptions in the applicable Pay Period, Program will pay such Webmaster fifty-five dollars ($55.00) per Valid Subscription. All payments made hereunder to Affiliate for Valid Subscriptions is referred to herein as a "Payout". Should a Webmaster opt to participate in the Flat Fee Program, any and all Valid Subscriptions paid by way of a payment method that does not support ongoing recurring billing, including but not limited to prepaid cards and gift cards, shall nevertheless be subject to the Rev-Share Program.
By joining the Program, you understand and agree that the ability to offer certain promotions and participation in the Flat Fee Program may be contingent upon minimum and maximum thresholds which may be determined by Program, in its sole discretion, using multiple factors including, without limitation, trial to paid membership ratios, conversion ratios, chargeback numbers, and traffic volume. The Program reserves the right to modify any such special pricing at any time and/or to eliminate such special pricing (either as a whole or on a Webmaster by Webmaster basis), change you from the Flat Fee Program to the then current Rev-Share Program and/or to terminate you at any time. The Program will notify you of such changes either by email or through posting changes in your account with Program.
From time to time, Program may offer to Webmasters a "bonus day" which may include a different (or larger) per sign-up commission for up to a maximum of twenty (20) Subscriptions on a bonus day unless otherwise posted by the bonus day rules. Once a 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.
You understand and agree that any dispute or question you may have regarding the amount of any Subscription must be called to the attention of the Program within ninety (90) days of the issuance of payment for such Subscription (or, in the absence of a payment, when such payment would have normally been made) 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 shall bring such overpayment to your attention within ninety (90) days of such payment.
A Valid Subscription is defined as a Subscription from a valid referral that does not result in a refund or reversal in the first 24 hours of membership and/or does not otherwise violate any of the terms of this Agreement ("Valid Subscription").
Affiliate acknowledges and agrees that the Referral Program and Webmaster Referral Programs Payouts and structure as outlined in Section 7, 8 and 9 are included for references purposes only and that such terms and conditions applicable to an Affiliate may differ as agreed to by the parties. Affiliate acknowledges and agrees that they shall not be entitled to a commission or referral fee for any and all referrals, which are in breach/violation of the terms of this Agreement. Affiliate also acknowledges and agrees they shall not be entitled to a commission or referral fee from NastyDollars.com for any subscription, which NastyDollars.com in its sole and unfettered discretion determines, is the result of possible fraudulent activity. More specifically, Affiliate acknowledges and agrees that bidding on or purchasing any online paid advertising schemes or acquiring any domain names or URL's in XXX that incorporate or are confusingly similar to any of NastyDollars.com's trademarks, service marks, or URLs including, but not limited to words or URLs such as "Brazzers", "Mofos", "Wicked", "Reality Kings", and/or "Twisty's " or any other related trademarks, service marks, or URLs as determined by NastyDollars.com's in its sole discretion from time to time is hereby expressly prohibited. By way of example, such prohibited advertising schemes include pay- per-click models, sponsored links, search engine keywords, AdWords, or similar advertising schemes. In the event, that Affiliate does not comply with Section 10, NastyDollars.com shall be entitled to reduce or cease the Payout or payment amount otherwise due to Affiliate accordingly. In addition, family members and employees of the Affiliate are not eligible as Subscriptions and any attempt to refer ineligible individuals to the program will result in immediate account termination.
NastyDollars.com reserves the right to determine the manner in which payments shall be processed. Payment for Subscriptions and Webmaster referrals will be issued thirty days after the end of each Pay Period. Generally pay periods are twice per month: from the 1st of the month to the 15th of the month and from the 16th of the month to the last day of the month ("Pay Period").
Affiliate shall be solely responsible for the operation, development and general maintenance of Affiliate's website(s).
NastyDollars may make videos, images, photographs, moving images and other promotional materials available to Affiliate (the "Promo Materials"). By providing or making available the Promo Materials, NastyDollars license such Promo Materials to you on a revocable, non-exclusive basis subject in all respects to your full compliance with this Agreement. NastyDollars may revoke your license to any and all of the Promo Materials at any time, with or without reason, by providing notice to the email account associated with your Program account. In the event that you do not fully and completely remove any and all Promo Materials within twenty-four (24) hours of notice of such revocation being sent to you, you will be in knowing violation of NastyDollars' copyright(s).
In such event, NastyDollars may immediately terminate your account with the Program and all moneys otherwise due to you will be deemed forfeited as partial compensation for your violation of this Agreement. No Promo Materials may be copied, reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated, sold or offered for sale in any manner except as expressly authorized in writing by NastyDollars.
NastyDollars has a ZERO TOLERANCE policy relating to any illegal content, which includes child pornography (including any images sexualizing minors although they may not be unclothed), bestiality, rape, torture, snuff, death and/or any other type of obscene and/or illegal material ("Illegal Content"). Should Affiliate send individuals or cause individuals to be sent from any website, regardless of whether or not such website is owned or controlled by Affiliate, content which contains any Illegal Content, Affiliate's account shall be terminated without notice and all monies otherwise due to Affiliate will be forfeited as partial damages for violating of this Agreement. Further, NastyDollars reserves the right to report your conduct to any and all law enforcement departments and personnel it deems, in its exclusive opinion, to be appropriate.
Below is a list of conduct which will result in the immediate termination of your account without notice and all moneys which would have otherwise been due to you being forfeited to NastyDollars as partial damages for violating the terms and conditions of the Agreement. You understand and agree that the below list is not intended to be and is not exhaustive. You further understand and agree that this list may be supplemented and/or otherwise modified at any time with or without prior notice.
NastyDollars' good faith belief that you have violated any term of this Agreement;
Any unsolicited email or advertising text which is not fully compliant with all applicable laws which may apply including, without limitation, the CAN-SPAM Act of 2003 which you shall comply with regardless of your location.
Uploading, distributing, using, posting or otherwise making available any Promo Content which has been edited, altered or in any way changed by you or anyone else.
Affiliate's use of any deceptive, unfair and/or false advertising.
Use of spyware or ad-ware or any other technology which sends information out from an internet user without the internet user's knowledge and permission.
Any affiliate account which has, in NastyDollars' sole and exclusive opinion, an unusually high number of charge-backs and refunds.
Any fraudulent activity in the Subscriptions, which may include, without limtation and subject to NastyDollars' revision at any time: one or more attempt to make a membership purchase with a credit card with a bin number listed in a negative bin number database; where there have been sequential or multiple attempts to register or subscribe with a credit card using the same bin number or sequential or multiple number strings to complete the credit card number; sudden surge in Subscriptions; and/or multiple Subscription attempts from the same IP address.
Affiliate acknowledges and agrees that Affiliate's website(s) shall be in full compliance with Section 2257 of Title 18, United States Code, the "Records Keeping and Labeling Act" ("18 USC 2257") containing all information as required by 18 USC 2257. Affiliate further acknowledges that it has a legal obligation to comply with disclosure provisions of the Records Keeping and Labeling Act and shall identify a custodian of records and address for each and every image appearing on the Affiliate's website and/or comply with all amendments of 18 USC 2257. Affiliate warrants that all content on Affiliate's website(s) shall be compliant with 18 USC 2257 and all models were at least eighteen (18) years of age when content was created.
Affiliate shall not use NastyDollars's images or videos for promotion of any third party website.
NastyDollars.com does not accept traffic from any website that contains materials which constitutes any infringement, misappropriation or violation of any individual's or entity's intellectual property rights, including, but not limited to, copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, or any similar right(s). If you send individuals or cause individuals to be sent from any website, regardless of whether or not such website is owned or controlled by Affiliate, containing any of the foregoing, your account will immediately be terminate without notice and all monies due to you will be forfeited as partial damages for violation(s) of the terms and conditions of the Agreement.
In the event that your account with the Program is terminated by NastyDollars due to what NastyDollars, in its sole discretion, believes to be a violation of the terms and conditions set forth herein, you may not re-apply to the Program without the prior written consent of NastyDollars.
Failure by NastyDollars to enforce strict performance of any provision in the Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The parties agree that this Agreement may not be assigned in any way by either party, provided, however, that NastyDollars may assign this Agreement without Affiliate's consent as a part of a sale of all or substantially all of its assets and/or in connection with a reorganization of NastyDollars. Subject to the foregoing restriction, the Agreement will be binding on and enforceable against parties and their respective, and permitted, successors and assigns.
Affiliate acknowledges and agrees that nothing in this Agreement shall grant Affiliate any right of ownership whatsoever in NastyDollars' intellectual property.
Affiliate agrees that it will not take any action or act in any manner that shall ruin, damage or otherwise impair the value and the goodwill associated with the NastyDollars brand and its property. Affiliate agrees not to use NastyDollars' proprietary marks in a manner that diminishes its value or portray their product in a negative manner.
Should any law enforcement agency, internet service provider or other individual or entity provide NastyDollars with notice that an Affiliate has engaged in the transmission of unsolicited e- mails or have otherwise engaged in unlawful conduct or conduct in violation of any service provider's terms of service, NastyDollars reserves the right to cooperate in any investigation relating to your activities, including the disclosure of your Program account information.
"Confidential Information" shall be defined as any information, oral or written, treated as confidential by a party that relates to either party's (or, if either party is bound to protect the confidentially of any other person's information, such other person's information) past, present or future research, development or business activities, including any unannounced product(s) and service(s) and including any information relating to services, trade secrets, intellectual property, developments, designs, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. Confidential Information shall also include the terms of this Agreement, any data, idea, technology, know-how, inventions, algorithms, process, technique, program, computer software, computer code, and related documentation, work-in-progress, future development, engineering, distribution, manufacturing, marketing, business, technical, financial or information relating to any actor or actress present or future products, sales, customers, employees, opportunities, markets or business in graphic text or electronic or any other form, that is treated as confidential by either party. The Affiliate agrees it shall not disclose of any Confidential Information to any third party and shall not use any or all of the Confidential Information for any purpose other than the performance of its obligations under this Agreement. Affiliate shall also take all and any reasonable precautions to prevent any unauthorized disclosure of Confidential Information by any of its Representatives.
NastyDollars reserves the right to cancel this Program at any time.
NastyDollars shall not be liable for any losses due to server downtime, net congestions and any and all similar and like occurrences or difficulties. You further agree that you shall be solely responsible for all costs incurred by you in connection with your participation in the Program, including by way of example only, internet access costs, server costs, advertising space purchases and domain registration costs.
The parties to the Agreement shall not be liable or be considered in breach or default under the Agreement on account of delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond the party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; wars, riots, acts of civil or military authority, terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; strikes, etc.
The terms and conditions of this Agreement are subject to change by NastyDollars at any time in its sole discretion without prior notice. In NastyDollars' discretion, you may be provided reasonable notice of any such changes by e-mail to your address on our records or by posting the changes on the NastyDollars.com website and such shall be considered sufficient notice for notifying you of a modification 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 Program rules. Except as expressly set forth in other sections herein, 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 Nasty Dollars' posting of a change notice or new and/or revised Agreement on NastyDollars.com, will constitute binding acceptance of the change and shall constitute confirmation of Webmaster's acknowledgement and assent to any such modifications. You affirm that you have read this Agreement and understand, agree and consent to its terms and conditions.
Nothing in this Agreement shall be construed so as to create a relationship of partners, any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on behalf of NastyDollars. Affiliate will not make any statement, whether on Affiliate's website(s) or otherwise, that would reasonably contradict anything in this Section. Affiliate is not an agent of NastyDollars and NastyDollars expressly disclaims responsibility for any conduct by Affiliate in violation of any term(s) of this Agreement. 31) NastyDollars 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 Affiliate Program, even if NastyDollars have been advised of the possibility of such damages.
Furthermore, NastyDollars' aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to the Affiliate under this Agreement.
Affiliate hereby represents and warrants to NastyDollars that this Agreement has been duly and validly electronically executed and delivered by the Affiliate and constitutes said Affiliate's legal, valid and binding obligation, enforceable against Affiliate in accordance with its terms; and that the execution, delivery and performance by the Affiliate of this Agreement are within Affiliate's legal capacity and power; have been duly authorized by all requisite action on Affiliate's part; requires the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which Affiliate are subject or which is binding upon Affiliate, or (ii) the terms of any other agreement, document or instrument applicable to Affiliate or binding upon the Affiliate.
If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.
Affiliate hereby agrees to indemnify, defend and hold harmless NastyDollars, its shareholders, officers, directors, employees, agents ("Representatives"), affiliated entities and their Representatives, as well as other Webmasters, successors and assigns (the "Indemnified Parties"), 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 the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim related to the use of any Affiliate's name, trademark, domain name or any claim related to any other alleged infringement of the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by the Affiliate herein; or (iii) any claim whatsoever related to any Affiliate website(s).
This Agreement shall be governed by and construed in accordance with the laws of Ireland without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate court located in Ireland. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.