Agreement

ASSOCIATES PROGRAM AGREEMENT This agreement describes the entire terms and conditions for participation in the Baynikah.com Associates Program. The Baynikah.com Associate Network is operated by Baynikah.com, In this agreement, Baynikah and Baynikah.com, are collectively referred to as "Baynikah.com". In this agreement, the term "Participant" refers to you (the applicant), and "sponsoring Web site" refers to the Web site from which you will link to Baynikah.com. Wherever the agreement refers to "you" or "your", it means "the Participant"; "we" or "our" refer to Baynikah.com. A referral fee of $0.35 is given for each user joining the Baynikah dating site through the Members Associates Program. The associates software program has the ability to create an user interface according to another web-site theme. Either the Associate Member or Baynikah will create the interface according to any agreements made by each other.</p> <p>Privacy of the Associate Account: In order to join the Associate Program, you will need to provide an email and password log-in combination. DO NOT REVEAL THIS LOG-IN INFORMATION TO ANYONE. If you share your log-in information with a third party, we are not responsible for any changes made to your personal profile and/or your associate site (GUI) information by said third party. We also reserve the right to terminate this Agreement if we discover that you have shared this information with any third party in violation of this Agreement.</p> <p>Referral Fee Payment: Baynikah.com will send a referral fee check for the applicable referral fee (less any taxes required to be withheld under applicable law) and a statement of customer purchase activity to the Participant within approximately 15 days after the end of each calendar month. The minimum amount of $25 needs to be accumulated before a check is furnished to the Associate Member. Tracking of Subscription Sales: Baynikah.com will be solely responsible for tracking referral sales. Statements of referral sales activity will be provided to the Participant. To protect Baynikah.com customer privacy, the names or other personal information about specific customers will not be provided to the Participant but shall be retained exclusively by Baynikah.com. In addition, all personal information about specific customers collected by Baynikah.com shall be owned solely and exclusively by Baynikah.com. Time Limitations For Depositing Associate Checks: Lost, Stolen, Or Destroyed Checks: It is the responsibility of the associate to request in writing a reissue of lost, stolen or destroyed checks within the ninety (90) day period outlined above. The request must include as much information about the dates and earnings in question as possible, including the Master ID of the account and to whom the check was issued. Email requests are sufficient. Reissued checks are held to the same ninety (90) day expiration rules. All bank fees related to the issuance of replacement checks or other payments, including charges for stop orders on previously issued checks, shall be the charged to the Participant. The Baynikah.com Network often receives returned checks because the mailing address provided by the associate was incorrect or insufficient. In these cases, we will contact the associate upon receipt of the returned check. It is the responsibility of the associate to respond and correct the information as necessary. After ninety (90) days without a reply from the associate regarding the issue, the check will become voided, and The Baynikah.com Network will not be required to re-issue payment. After 180 days (6 months) without a reply from the associate, all payments will become null and void, and the associate account will be terminated. Copyrighted material: As the Participant, you are solely responsible for ensuring that any and all materials provided by you, including your logo and preamble text do not infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. Baynikah.com will not be responsible if you use another party's copyrighted material in violation of the law. Baynikah.com policy applies to all orders. Baynikah.com is not responsible for any representations made by the Participant that contradict our policies. Associates Personals Pages. Sites that Do Not Qualify for the Baynikah.com Associates Program include: Any site that displays any of the following content shall be immediately removed from the Baynikah.com Associates Program, in Baynikah.com's sole and absolute discretion: � Sites that promote sexually explicit material. � Sites that promote violence. � Sites that promote discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age. � Sites that promote illegal activities. � Sites that contain defamatory, libelous, harmful material or otherwise infringe upon the rights of any third parties. � Sites that are inconsistent with Baynikah.com's policies and/or practices. Restrictions on personal use: This program is intended for commercial use only, paying referral fees to Associates who refer members through their Associate site by a link. Spamming Policy: Baynikah.com in no way participates in mass unsolicited emailings (i.e. spamming), and all Participants must adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the Baynikah.com Associate Program. Web Site service interruption: Baynikah.com will make every effort to keep its Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Participant agrees not to hold Baynikah.com liable for any of the consequences of such interruptions. This term will begin on the date that your application is approved by Baynikah.com, and shall end when canceled by either party as provided below. The agreement may be modified: Baynikah.com reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new agreement on our Web site. Without limiting the generality of the foregoing, referral fee schedules, and all other provisions of this agreement are subject to change without notice other than posting such information on our Web site. Participant may not change or modify this Agreement. Cancellation of this agreement: Either Baynikah.com or the Participant, acting in their sole discretion, may choose to cancel this agreement at any time by written notice of cancellation to the other. The fine print (but it's part of the agreement): Warranty Disclaimer: Baynikah.com makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in Baynikah.com ' then current sales policies, any subscriptions sold there under, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. </p> <p>Limitation of Damages: Baynikah.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if Baynikah.com has been advised of the possibility of such damages. Further, Baynikah.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by Baynikah.com to Participant under this agreement. Representations and Warranties: The Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation. Indemnification: The Participant shall defend, indemnify and hold harmless Baynikah.com, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii)it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder. Miscellaneous: Participant and Baynikah.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Baynikah.com. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. Baynikah.com, 2002. All rights reserved.