Before you can become a participant in the Affiliate 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 Tri-Tech Internet Services, INC., a California corporation (“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 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 COMPANY’s Proprietary advertising banners and other promotional materials, including without limitation, graphics, photographs, video and audio content (hereafter referred to as “Program Materials”) for use on Your Website for the sole and exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by COMPANY; however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement.
  
  

• 2.1 That You will at no time while You are participating in the 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 sites, other than those advertisements or 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 use best efforts to actively promote Your Website and increase the number of appropriate visitors to it.
  
  
• 2.3 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 judgment, 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.
  
  
• 2.4 That You will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners 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;
  
  
• 2.5 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 any material depicting bestiality, rape or torture.
  
  (ii) Any material that is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
  
  (iii) Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;
  
  (iv) Any material that is not fully in compliance with 18 U.S.C. Sec. 2257 et seq.;
  
  (v) Any material that 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;
  
  (vi) Any material that is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
  
  (vii) Any material that constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or
  
  (viii) 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.
  
  
• 2.6 That all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the Program shall only be transmitted, distributed, broadcast and otherwise disseminated by You to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so disseminated. Moreover You agree not to display any materials that You obtain from Company pursuant to the Program in any manner that would constitute a display or distribution of harmful or indecent matter to minors.
  
  
• 2.7 That You shall remain a Program Participant until You terminate participation in the program by notifying COMPANY by E-mail at webmaster@nastycash.com of Your intent to terminate Your participation; or COMPANY terminates Your participation in the Program for any reason; or COMPANY terminates the Program for any reason.
  
  
• 2.8 That You will remain a Program Participant in good standing at all times You are receiving benefits or are otherwise participating in the Program.
  
  
• 2.9 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.
  
  
• 2.10 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 using COMPANY marks and remove any materials supplied to you by COMPANY pursuant to the Program or referring to COMPANY, including without limitation any banner ads, from Your Website.
  
  
• 2.11 That You are a person over the age of eighteen (18) years.
  
  
• 2.12 That You are the person who owns or is otherwise is entitled to contract on behalf of the entity that owns the rights to the Your Website.
  
  
• 2.13 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.
  
  
• 2.14 That all Your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.
  
  

• 3.1 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 terminate the Program and any and all Program Benefits relating to Your Participation in the Program at any time and may do so with or without prior notice or cause.
  
  
• 3.3 COMPANY, in its sole and exclusive discretion, shall have the right at any time to change or modify the Program, including without limitation, the right to pay Participants in the Program based on “click throughs” rather than a flat commission or fee for a referral, as defined in paragraph 4.1. If at any time COMPANY changes the Program, you shall have the right to withdraw and terminate your participation in the Program.
  
  
• 3.4 COMPANY has the right to terminate Yours and any other person’s participation in the Program at any time and may do so with or without prior notice or cause.
  
  
• 3.5 Program Benefits and Program Materials 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.
  
  
• 3.6 All Program Materials, including, without limitation, all advertising banners, 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.
  
  

• 4.1 A “referral” from Your Website that entitles YOU to a referral fee or commission shall be defined as follows:
  
  (i) A person who has been directed to an authorized website owned, controlled or operated by COMPANY through the use of a hypertext transfer link residing on Your Website which is in the form of a banner ad or other promotional link which automatically connects any person who clicks on said banner ad or other promotional link to an COMPANY website, and which banner ad or other promotional link has been supplied to YOU by COMPANY as part of the Program; and
  
  (ii) A person who after having been directed to an authorized COMPANY website through the use of the hyperlink banner ad or other promotional link supplied to You by COMPANY residing on Your Website has been converted into a subscriber by COMPANY;
  
  (iii) A person shall not be deemed a “referral” entitling you to a commission or referral fee if that person leaves the COMPANY site after having been directed there through the hyperlink banner ad or other promotional link (which has been supplied to you by COMPANY) on Your Website, without becoming an COMPANY subscriber, even if at some later time that same person returns to the COMPANY web site, not through the banner ad or other promotional link (which has been supplied to you by COMPANY) on Your Website, and at that later time becomes a subscriber to the COMPANY site.
  
  
• 4.2 You acknowledge and agree that You shall not be entitled to a commission or referral fee for any COMPANY subscriber who you sent or referred to an COMPANY website in violation of the terms of this Agreement, or for any COMPANY subscriber who does not fall within the terms of paragraphs 4.1 (i) & (ii) or who is excluded under the terms of paragraph 4.1 (iii).
  
  
• 4.3 You also acknowledge and agree that You shall not be entitled to a commission or referral fee from COMPANY for any subscription that COMPANY determines is the result of possible fraudulent activity. You further acknowledge and agree that COMPANY shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities:
  
  (i) Where the subscriber has used or attempts to use a credit card number that is in a negative database;
  
  (ii) Where there are multiple subscriptions from a single IP address within a short period of time;
  
  (iii) Where there are sequential or multiple subscriptions under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;
  
  (iv) Where there is a pattern of “bursting subscriptions” characterized by numerous subscriptions from a website in a relatively short time span (the “bursting period”), where there has been history of few subscriptions from that website before or after the bursting period.
  
  (v) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;
  
  (vi) Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
  
  
• 4.4. 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 there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to COMPANY through Your Website. You further acknowledge and agree that COMPANY shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.
  
  
• 4.5 All commissions and referral fees due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement.
  
  
• 4.6 The commissions or referral fees payable as part of the Program shall be listed at the “Payout Details” link located at http://www.nastycash.com 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 in the “Payout Details” link 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 “Payout Details” link to determine if there have been any changes in the Program.
  
  

• 5.1 You acknowledge and agree that all of the Program Materials are proprietary and constitute valuable intellectual property of COMPANY. You acknowledge and agree that as such, You may only exhibit, display, publish, broadcast, transmit, communicate, or disseminate the Program Materials as specifically authorized in this Agreement.
  
  
• 5.2 You acknowledge that the Program Materials are licensed and not sold to You by COMPANY. Accordingly, You further acknowledge and agree that except for the limited rights granted to You under and by the terms and conditions of this Agreement, all right, title and interest in and to the Program Materials, including, without limitation, all associated intellectual property rights, are and shall remain vested with COMPANY.
  
  
• 5.3 You further agree and acknowledge that COMPANY shall at all time retain all rights in any Derivative Works based on the Program Materials and that You shall not under any circumstances retain any right or interest of any kind in any such Derivative Works.
  
  
• 5.4 You acknowledge and agree that You are expressly prohibited from subleasing, reselling, re-licensing, lending, renting or otherwise transferring or authorizing the use of the Program Materials, or any part thereof, to any third party. Further, and without limiting the generality of the foregoing, You do not have the right and/or power to use, in any way, the Program Materials commercially for the benefit of a third party. Any use, in whole or in part, of Program Materials not expressly authorized in this Paragraph, or sub-parts thereof, is expressly prohibited.
  
  
• 5.5 COMPANY makes no representations or warranties as to whether the Program Materials would offend the community standards of localities in which You may choose to use, publish or exhibit the Program Materials. It is expressly acknowledged that it is Your sole responsibility to determine community standards and whether those standards may be offended by Your dissemination or display of the Program Materials in any given locality; and that the decision to disseminate the Program Materials in any locality is solely Yours
  
  

• 8.1 You acknowledge and agree that We shall have no control or ownership interests of any kind in Your business or Your Website.
  
  
• 8.2 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.
  
  
• 8.3 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.
  
  
• 8.4 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.
  
  
• 8.5 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.
  
  

• 10.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that because of the extreme difficulty of fixing actual damages for any failure of COMPANY to perform its obligations hereunder or from any failure of COMPANYto perform any obligations imposed by law, COMPANY’s entire liability, and YOUR exclusive remedy, for any claim against COMPANY and all persons or entities directly or indirectly affiliated therewith arising out of this Agreement or the various subject matters hereof, for damages, injuries or losses whether grounded in contract or in tort, shall be limited to liquidated damages that shall not exceed a total of ten dollars ($10.00). Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so in those states the above limitation or exclusion may not apply.
  
  11. 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.
  
  
• 11.1 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.
  
  12. 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 including any content which You have received from Us. You assume the full and sole responsibility and liability for the decision to display or include content on Your website, to distribute or make the content available to the viewers of Your website in various geographical areas, and for all decisions relating to the manner in which You permit or restrict access to Your website.
  
  13. Term And Termination Of Agreement. You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the Program may be terminated by COMPANY, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.
  
  
  • 13.1 In the event that COMPANY terminates this Agreement or the Program, 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.
    
    
  14. 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.
  
  
  • 14.1 You agree that COMPANYmay from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to You hereunder either with or without notice. We may modify other terms and conditions at any time upon e-mail notice to You or by posting at a Program information web address location.
    
    
  • 14.2 You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to writing and signed by COMPANY’s duly authorized representative.
    
    
  • 14.3 You agree that no officer, employee or representative of You or COMPANY has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and You acknowledge and agree that You have not executed this Agreement in reliance upon any such representation or promise.
    
    
  • 14.4 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.
    
    
  • 14.5 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.
    
    
  • 14.6 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.
    
    
  15. Venue And Jurisdiction; Arbitration; Choice of Law. You agree that this Agreement and all disputes or controversies of any kind arising under, or related to this Agreement shall be governed by and construed under the laws of the State of California and the United States as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
  
  
  • 15.1 You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some jurisdiction other than California, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the parties hereto shall be governed solely by the substantive statutory and common law of the state of California.
    
    
  • 15.2 Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to 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.
    
    
  • 15.3 The parties agree that the venue for all legal disputes, controversies, and actions of any kind arising under or related to this Agreement shall be Los Angeles, California
    
    
  16. Notices. All notices, requests, demands and other communications to COMPANY hereunder shall be in writing and shall be deemed given (i) if delivered personally, or (ii) three (3) days after mailed by certified or registered mail, postage prepaid, return receipt requested, or (iii) upon transmission, if sent by prepaid telegram, telex or telecopy (fax) and a receipt of transmission is obtained, in each case addressed to the party to receive notice, at the address or fax number as follows:
  
  Telephone:
  Within The US and Canada call:1-800-969-5577
  Others call:00-11-818 548-5400
  Fax: 1-818-548-5454
  
  17. Authorization And Permission To Send E-mails To You. You hereby authorize and permit notices, advertisements, E-mail and other communications to be sent to You from COMPANY or its authorized agents, assigns, representatives, advertisers and contractors by means of e-mail, including without limitation e-mails, advertisements, notices and other communications containing explicit sexual content and language and images of nudity or explicit sexual conduct. Moreover, You agree that Your authorization and permission to Company to send you such materials and communications shall continue to be in effect unless and until You notify Company that You wish to be deleted from Company’s email list.
  
  18. 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.
  
  19. 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.
  
  20. 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.
  
  21. Acceptance And Execution Of This Agreement. By CLICKING ON THE “I ACCEPT” BUTTON below, and by supplying COMPANY with all the required information to sign You up to the PROGRAM, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.
  
  22. We are not accepting any NEW Affiliate applications from the following countries… Russia, Indonesia, Armenia, Iran, Iraq, Turkey, Israel, Libya, Jordan, Ukraine, Belarus, Romania, Malaysia, Afghanistan, Pakistan, Lebanon, Netherlands, Yugoslavia, Belgium, Philippines, Czech Republic, Estonia, Croatia, Hungary, Lithuania, Bulgaria, Slovenia, Bosnia/Herzegovina, Kazakhstan, Cyprus, Albania, India, Kuwait, Moldova, Slovak Republic, Thailand, Uzbekistan, Equador, Lativa, Slovakia, Estonia and Vietnam.