Welcome to Cash Clicks!

Erika Online Inc. offers an opportunity for owners/operators of Internet Web sites to direct traffic to its Site(s) and earn a commission each time a unique visitor is directed to a Erika Online Inc. Site.

The terms and conditions of this Agreement are as follows:

10 cents / unique
$35 to $45 per / signup

CashClicks.com PROGRAM AGREEMENT
Before you can become a participant in the CashClicks Program ("Program") you must first read and agree to all of the following terms and conditions. Please read the following CAREFULLY. This is a legal agreement ("Agreement") between Erika Online Inc. ("Company" "we," or "us") and "YOU."

The following offer to You to participate in the Program is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by participating in the CashClicks Program You will be bound by all the terms and conditions in this Agreement.

1. Rights Granted To You By Us
Subject to the terms and conditions set forth in this Agreement by Us, We grant to You, the following:

1.1 The non-exclusive right to direct, refer or send visitors or users of Your Website to websites owned, operated or controlled by Company.

1.2 A limited nonexclusive, nontransferable and revocable license to access and download promotional banners, hypertext links, and other promotional materials created by Company for use on Your Website for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by Company or services provided through Company's website(s); however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement.

2. Your Warranties To Us
In consideration of Company providing You with CashClicks Program benefits, You agree and warrant as follows:

2.1 That You will at no time while You are participating in the CashClicks Program, or using any materials provided to You by Us, directly or indirectly display or include on Your Website any advertising or advertising links of any kind which promote Company websites or services provide through Company's websites, other than those advertisements or hypertext ad links which have been pre-approved by Us, in compliance with this Agreement, and which advertise Company or other sites, companies, products or other wide area network addresses which We designate.

2.2 That You will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of "spamming" as a means of promoting Your Website or for the purpose of directing or referring users to any websites owned, operated or controlled by Company. You further acknowledge and agree that We have the right to immediately, and without notice, terminate your participation in the Program if we, in our sole and exclusive judgement, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of "spamming". NOTE: WE HAVE ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.

2.3 That You will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners, hypertext links or other promotional or advertising materials provided to You by US pursuant to this Agreement and the Program in whole or in part, in any manner, at any time anywhere in the World except as authorized by Us in writing;

2.4 That You will not, directly or indirectly, link any of the following content or material to any Company website through any hyperlinks maintained or created on Your Website:

(i) Obscene material; including without limitation to any material depicting bestiality, rape, or torture.

(ii) Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;

(iii) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc;

(iv) Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

(v) Any material which constitutes an infringement, misappropriation or violation of any person's rights of publicity, privacy rights or any person's intellectual property rights, including but not limited to copyrights, trademark and service rights;

(vi) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person;

(vii) Any material which contains any solicitation for prostitution, or which promotes or facilitates Adult Websites, Incentive Based Websites, Warez Websites or the hacking, cracking or the downloading or trading of unauthorized MP3 audio files

(vii) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.;

2.5 That You shall remain a Program Participant until You terminate participation in the program by notifying Company by E-mail at support@cashclicks.com of Your intent to terminate Your participation; or Your participation in the Program is terminated by Company for any reason; or the Program is terminated by Company for any reason.

2.6 That You will remain a Program Participant in good standing at all times You are receiving benefits or are otherwise participating in the Program.

2.7 That You shall cease to be a Participant in good standing and shall be subject to immediate termination of all Benefits without prior notice if You fail to perform under or breach any part of this Agreement.

2.8 That if Your participation in the Program is terminated for any reason, You cease to be a Program Participant in good standing, You change Your Website's URL or You cease to offer services on the Internet, You shall immediately and permanently cease all use of all materials provided to You by Us through the Program and that you will remove all files containing materials provided to You pursuant to the Program from your website.

2.9 That You are a person over the age of eighteen (18) years.

2.10 That You are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to the Your Website.

2.11 That you will supply Company with a Federal Tax ID or Social Security Number when requested, and that Your failure to supply that information will constitute a basis for terminating this Agreement and for forfeiting any commissions or fees to which you would otherwise be entitled under this Agreement.

2.12 That upon termination of this Agreement you will immediately cease using Company marks and remove any materials supplied to you by Company or referring to Company, including without limitation any banner ads, from Your Website.

2.13 That all Your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

3. Limitations Of Your Participation In The Program
You acknowledge and agree that the Program, Your participation in the Program and Program Benefits are subject to the following limitations:

3.1 Only persons over the age of eighteen (18) years may participate in the Program.

3.2 Company shall at all times have the right, in its sole and exclusive discretion, to modify and/or terminate the Program and any and all Program Benefits associated with Program at any time, and may do so with or without prior notice or cause.

3.3 Company has the right to terminate Your's and any other person's participation in the Program at any time and may do so with or without prior notice or cause.

3.4 Program Benefits are not transferable by You and may only be used by You in association with Your Website while You are participating in the Program and are a Participant in good standing.

3.5 All Program Benefits materials, including, without limitation, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You by Company as part of this Program shall remain the property of Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by Company in writing.

3.6 CashClicks and CashClicks.com are service marks or trademarks of Company and all rights thereto are expressly reserved by Company. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.

4. CashClicks Benefits
For each person who becomes a subscriber to a CashClicks website and has been tracked and verified by the software as a referral the affiliate ("you") will receive a referral fee as set forth at www.CashClicks.com

4.1 A "referral" from Your Website which entitles You to a "referral fee" shall be defined as follows:

(i) A person who has been directed to a website controlled or operated by Company through the use of a banner ad or hypertext link supplied by Company as part of the CashClicks Program ( hereinafter referred to as "Authorized Link") that resides on Your website and which automatically connects any person who clicks on said Authorized Link to a Company website; and

(ii) A person who, after having been directed to a website owned or operated by Company through the use of an Authorized Link, clicks through to an Advertiser listed on Company's website (hereafter defined as a "unique click-through to an Advertiser").

4.2 You acknowledge and agree that Company shall have the right to deny or withhold payment from You and to terminate You from the program if the Company determines that You have directly or indirectly engaged in, or encouraged fraudulent activity. You further acknowledge and agree that Company shall have the right, in its sole and exclusive judgement, to determine what constitutes fraudulent activity and whether Your conduct, directly or indirectly constituted or encouraged fraudulent activity. The Company's determination that fraudulent activity has or is occurring shall be conclusive as to that issue.

4.3 You acknowledge and agree that Company shall have the right to terminate the program at any time, for any reason, or for no reason at all, in its sole and absolute discretion.

4.4 All referral fees due and payable hereunder shall be payable in United States Dollars.

4.5 The referral fees payable as part of the Program shall be listed at the link located at www.CashClicks.com website, and Company reserves the right, in its sole and exclusive discretion, at any time to alter or modify the Program including the method and terms of all payment benefits to Participants. Any changes posted link set forth above shall be binding upon all Participants, including You, immediately upon posting said changes at that link by Company. It shall be Your sole obligation to check the link to determine if there have been any changes in the Program.

5. No Joint Or Collaborative Venture; No Monitoring Or Control Of Your Content By Us
Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Company, its employees, agents or assigns.

5.1 You acknowledge and agree that We shall have no control nor ownership interests of any kind in Your business or Your Website.

5.2 You acknowledge and agree that You shall have no financial or other interest in Company or any property owned by Company, its affiliates, agents, successors or assigns.

5.3 You acknowledge and agree that Your relationship with Us shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement.

5.4 You acknowledge and agree that We have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at or in association with Your Website except as specifically set forth in this Agreement.

5.5 You further acknowledge that neither Company nor any employee, associate, agent, assign or successor of Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with Your Website, and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Your Website.

6. No Guarantees Or Warranties Of Any Kind
You acknowledge and agree that Company makes no guaranties or warranties of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to you "as is", and that use of Program and associated materials, including, without limitation is solely at Your risk. Company disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Program and any and all materials of every kind supplied to You as part of this Program.

7. Company Limited Liability and Liquidated Damages
You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company website, or arising from or in connection with the use of the CashClicks Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company' services, content or Program materials, including without limitation any losses due to serve problems or due to incorrect placement of HTML.

7.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should Company, its officers, employees, successors, or assigns be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in the Program, that the aggregate liability arising with respect to and under this Agreement and the Program for any and all of Your claims, injuries, damages or losses will not exceed the total referral fees paid or payable to you under this Agreement.

8. No Representations Of Success Or Profitability
You hereby confirm and acknowledge that You have unilaterally decided to enter an Internet service business and acknowledge that it is a high risk business. You further confirm, acknowledge and expressly agree that neither Company, any agent or representative of Company, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other communication of any kind regarding:

(a) the potential profitability or likelihood of success of Your participation in the Program as set forth in this Agreement or otherwise;

(b) the possibility or likelihood that use of any products and/or services provided by Company pursuant to this Agreement can or will result in the recoupment of any funds expended by You for the promotion of Your Website or any other purpose; or

(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement.

8.1 You expressly acknowledge and agree that the success any of its business endeavors which involve Your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Your administrative capabilities, etc., and that the ultimate success or failure of Your business rests with You and not Company. You further expressly agree not to raise any claim of any kind against Company and You agree to hold Company harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the Program pursuant to this Agreement.

9. No Monitoring Or Supervision Provided By Us
We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with Your Website except for that content which is supplied to You by Us, provided that said content supplied to You by Us has not be altered or modified by You or any other party.

10. Term And Termination Of Agreement
You acknowledge and agree that the term of this Agreement is at will and will begin upon Company's acceptance of your Affiliate application and will end when terminated by either party. Either you or Company may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

10.1 In the event that this Agreement or the CashClicks Program is terminated, You shall be entitled to all unpaid commissions or referral fees earned by You prior to the date and hour of termination. However, You shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received by Company after the date and time of termination.

11. Entire Agreement; Modification; Assignment
This Agreement constitutes the entire agreement between You and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

11.1 You agree that Company may at any time, in its sole and exclusive discretion, modify the type and quality of benefits provided to You under this Agreement by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11.2 You acknowledge and agree that the failure of Company to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

11.3 You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any benefits hereunder may be assigned by You to any other person or entity.

11.4 You agree that Company may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.

12. Arbitration; Choice of Law
Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States.

12.1 This Agreement is executed in California and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of California and the United States when applicable.

13. All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive Any Unenforceable Provisions In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

14. This Agreement Shall Be Deemed To Be Mutually Drafted For purposes of construction of this Agreement, both Company and You shall be deemed to have mutually drafted this Agreement and all parts thereof.

NO 15. Review By Your Attorney
We strongly advise that You review this Agreement with Your attorney before You enter into it. You acknowledge and agree that nothing herein and no statement by Us or any employee, representative, agent or other person associated with Us has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.

Addendum to Cash Clicks Terms & Conditions
If you are a member of the unique program, the productivity of your account is reviewed each pay period. If it is determined that your traffic is grossly unproductive you will be notified and your payout/click will be changed, retroactively effecting the previous pay periods. This rule is in place to protect the program as a whole from cheaters, and grossly unproductive websites that take money away from the program without any positive return on the investment. Any site that doesn't maintain a signup ratio of 1:350 or better could be subject to a payout change. Note: The average advertiser using Cash Clicks sustains a 1:150 signup ratio or better. Achieving a 1:250 ratio is sustainted by over 90% of all Cash Clicks advertisers that uses the unique program.

If you are a member of the persignup program, we will pay you $35 per signup up to a maximum of 80 signups per pay period. Signups in excess of 80 shall recieve commission of the following:

More than 70 signups in any pay period will recieve $40 per signup
More than 140 signups in any pay period will recieve $45 per signup

16. Acceptance And Execution Of This Agreement
By filling out and submitting the sign-up form, You are agreeing to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement and Company is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to CashClicks.com

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