TERMS AND CONDITIONS OF AGREEMENT

COXCASH WEBMASTER REFERRAL PROGRAM

1. Enrollment in CoxCash Program.

To begin the enrollment process, a webmaster desirous of participating as a member in the CoxCash Program shall submit a completed Program Application through the CoxCash website http://www.CoxCash.com/. WRP Productions Inc. (“WRP”), the owner and operator of the CoxCash Program will evaluate your application and will notify you as to whether or not your application shall be accepted or rejected. WRP reserves the right to reject any application that it determines, in its sole discretion, is unsuitable for the CoxCash Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement. You must be at least eighteen (18) years of age to participate in this Program.

2. Utilizing Links on Your Affiliate Website.

As an “Affiliate Webmaster”, you may use any form of promotion you choose, consistent with the terms of this Agreement including the use of banners, full page of partial page advertisements, button Links and/or text Links (all of the foregoing hereinafter collectively referred to as “Links”) promoting one or more of the CoxCash Websites. It is expressly prohibited, however, for you to employ deceptive language or misleading URL’s in the promotional content that you choose and you SHALL NOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the CoxCash Program and your forfeiting of monies otherwise due you hereunder. Allowable promotional Links may contain CoxCash's trade names, service marks, and/or logos for display on your Affiliate Website. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Website for the sole and exclusive purpose of promoting CoxCash Websites, owned, operated or controlled by WRP. In utilizing the Links, you will agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

3. Commissions.

Affiliate Webmasters shall be entitled to payment of commissions based on each individual sign-up credited to you, subject to the following:

(a) WRP will pay you a commission equal to 50% per signup and rebills coming from your Links up to a maximum of 100 signups per calander month. Signups and rebills in excess of 100 per calander month receive a commission of 60% per signup.

(b) Commissions due and owing to you under the CoxCash Program will be paid to you directly by PSW Billing on a weekly basis not later than 10 days following the week from which commissions are to be paid with respect to signups concluded during each such semi-monthly period. Affiliate Webmasters outside of the United States and Canada shall be paid commissions on a regular calendar monthly basis not later than the 10 days following the month for which commissions are be paid. Payments due and owing for a pay period of less than $5.00 shall be rolled over into subsequent pay periods until a minimum of $5.00 is reached, at which time you shall receive payment. Payments shall be in the form of a cheque in US dollars payable to you, as identified in your application, and will be mailed to the street address indicated in your application. You may request and receive payment via bank wire transfer provided, however that you pay the costs associated with the wire. Payment via wire is available only for payments of $500 or more for the subject pay period.

(c) The Commission Rate as stipulated above is subject to change from time to time, upon e-mail notice to you, and to take effect 30-days following the transmission of such notice. WRP shall have the right to deduct from commissions payable to an Affiliate Webmaster in any pay period, credit card charge-backs or credit-backs accruing during the previous pay period. It is to be noted that a commission will only be paid if the visitor to an CoxCash Website can be tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor’s payment in respect of any CoxCash Website cannot be tracked directly to an Affiliate Website by WRP and the CoxCash system, or if full payment for services is not received by WRP from such visitor. No commission will be paid for signups by an Affiliate Website, itself, or anyone within the organization of an Affiliate Website.

4. Non-Exclusive Limited License and Use of Affiliate Trademarks.

You grant to WRP a non-exclusive, royalty-free license to utilize your names, titles and logos and trademarks (collectively the “Affiliate Trademarks”), to advertise, market, promote and publicize in any manner the CoxCash Program or any other rights accorded by you hereunder. Notwithstanding anything herein to the contrary, WRP shall not be required to advertise, market, promote or publicize the Affiliate Trademarks. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to WRP the license to use same in the manner contemplated herein, and such grant shall not (i) breach, conflict with or constitute a default under any agreement or other commitment applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary rights of any other third party. This license shall terminate concurrently with the expiration or termination of this Agreement.

5. Responsibility for Your Site.

(a) You shall be solely responsible for the development, operation and maintenance of your Affiliate Website and for all materials that appear on such Affiliate Website. WRP has no responsibility for the development, operation and maintenance of your Affiliate Website or for any materials that appear on your Affiliate Website. You shall also be responsible for ensuring that materials posted on your Affiliate Website do not violate or infringe upon any laws, regulations, ordinances, etc including, but without limiting the generality of the foregoing, full compliance at all times with Section 2257 of Title 18 of the United states Code, or the rights of any third parties (including by way of example but without limitation, copyrights, trademarks, trade secrecy, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express, written permission to use any such third party’s rights as above described. WRP shall not be responsible if you use a third party’s copyrighted or other proprietary material in violation of the law. We will not be responsible if you use another party’s copyrighted or other proprietary material in violation of the law.

(b) In addition to the provisions of (a), WRP reserves the right to terminate your participation in the CoxCash Program should WRP learn that you have engaged in any of the following:

(i) Unsolicited mass e-mail advertisements or promotions; solicitations, Internet Relay Chat postings or any other form of spamming, including, but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming policies of WRP or the laws of any nation, state or province having lawful jurisdiction;

(ii) Provide inaccurate or incomplete information to WRP concerning your identity, bank account, address or other required information;

(iii) Attempt to cheat, mislead, defraud WRP or any of its Officers responsible for the CoxCash Program;

(iv) Misrepresent to the public the terms and conditions or content of the CoxCash Program or any of the CoxCash Websites or your own Affiliate Websites;

(v) Own or operate an Affiliate Website or any other website in connection with a person who is under the age of 18 years;

(vi) You operate from a foreign country for which WRP shall not accept accounts or any other form of relationship or affiliation, including:

Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Cost Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan and Yugoslavia.

6. Indemnification.

You hereby agree to indemnify, defend and hold harmless WRP, its officers, directors, employees, agents, affiliates, successors and assigns, 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 WRP (collectively the “Losses”), insofar as such Losses arise out of or are based upon (i) any claim or threatened claim that WRP’s use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your Affiliate Website.

7. Term of the Agreement.

The Agreement shall commence upon the date of WRP’s acceptance of your Affiliate Program Application and shall continue until terminated by either party. Such termination may be effected, with or without cause, by either party giving the other party notice of termination. Notice by e-mail to your address of record with WRP, is considered sufficient notice for such purpose. Should this Agreement be terminated due to violation by you of the terms and conditions hereof, you shall not be eligible to receive any commission payments, including commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, your entitlement to payment of commissions shall be limited to signups occurring up to the date of termination, subject to WRP’s right to make appropriate adjustments in respect of credit card-charge backs or credit-backs resulting from signups coming from your Links prior to the date of termination. WRP reserves the right to withhold any final payment for a reasonable time to ensure that accurate and final adjustments against final amounts otherwise payable, have been made.

8. Modification/Amendment of Agreement.

WRP hereby expressly reserves the right to modify or amend any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. Notice of any such modification or amendment by e-mail, to your address of record, or the posting of same on the CoxCash Website shall be deemed sufficient notice to you of any such modification or amendment. Modifications or amendments may include, without limitation: (i) changes in the scope of available commissions; (ii) commission schedules and payment procedures; and (iii) Affiliate Program rules. All such modifications or amendments shall take effect 48 hours from the time of notice given as above articulated unless WRP expressly indicates otherwise. If any modification or amendment is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a notice of modification or amendment shall constitute your acceptance thereof.

9. Relationship of Parties.

WRP and Affiliate Webmasters are independent contractors, and nothing herein contained shall be construed to place the Parties in the relationship of partners, joint venturers, agents or representatives of each other. You shall have no authority to make or accept any offers or representations on WRP’s behalf, nor shall you make any statement, whether on your Affiliate Website or otherwise, that contradicts or violates anything in this Section 10. WRP hereby expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.

10. Limitation of Liability.

WRP shall 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 CoxCash Program, even if WRP has been advised of the possibility of such damages. Further, WRP’s aggregate liability arising with respect to this Agreement and the CoxCash Program shall not exceed the total commissions paid or payable to you in accordance with this Agreement.

11. Disclaimers.

WRP hereby disclaims any express or implied warranties or representations with respect to the CoxCash Program or any services or other items sold through the CoxCash Program (including, without limiting the generality of the foregoing, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). WRP further disclaims responsibility for the consequences of any interruptions or errors in the operation of the CoxCash Program or the CoxCash Website.

12. Representations and Warranties.

You hereby represent and warrant your complete and unconditional acceptance of this Agreement, including all of the terms and conditions contained herein, and that such acceptance constitutes your legal, valid and binding obligation, enforceable against you, and that your acceptance and performance of this Agreement are within your legal capacity and power and have been duly authorized by all requisite action on your part and require the approval or consent of no other persons. You further represent and warrant that your acceptance and performance of this Agreement does not violate or constitute a default under the provisions of any law, rule, ordinance, regulation, order or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document, undertaking, or instrument applicable to you or binding upon you. Should WRP receive from any law enforcement agency or internet service provider notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in conduct that is unlawful or in violation of said internet service provider’s terms of service, WRP reserves the right to collaborate in any investigation relating to your activities including disclosure of your account information recorded with WRP in your capacity as an Affiliate webmaster.

13. Confidentiality/Non-Disclosure.

WRP may disclose to you as a result of your participation in the CoxCash Program, information confidential to WRP (herein “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, without limitation: (i) any modifications to the terms and conditions of this Agreement made specifically for your Affiliate Website and not generally available to other members of the CoxCash Program; (ii) website, business and financial information relating to WRP; (iii) customer and vendor lists of WRP; and (iv) any members of the CoxCash Program. Confidential Information shall also include any information that we designate as confidential throughout the life of this Agreement. You agree to hold all such Confidential Information in total confidence and not to disclose all or any part thereof to anyone, nor shall it be utilized, directly or indirectly by you for your own business purposes or for any other purpose except and solely to the extent that any information has become generally available to the public or is legally required to be disclosed. Should you receive a court notice, complaint or subpoena compelling you to disclose Confidential Information, you shall immediately give notice to WRP at least 10 days prior to any such compelled disclosure and collaborate closely with WRP in respect of any measures that WRP may elect to take by way of legal process or otherwise to obviate, limit or contain any such compelled disclosure. WRP makes no warranty express or implied, with respect to any Confidential Information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark, copyright or any other infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and WRP shall not have any liability to you or to any other person resulting from your or such third person’s use of such information.

14. General Provisions.

(i) Affiliate Webmasters whose membership in the CoxCash Program has been terminated cannot later apply to the CoxCash Program without WRP’s express written consent;

(ii) You may not assign this Agreement, by operation of law or otherwise, without the express prior written consent of WRP;

(iii) Subject to (ii) this Agreement binds the Parties hereto as well as their respective successors and assigns;

(iv) WRP’s failure or delay to enforce any of its rights under this Agreement shall not be deemed a continuing waiver or renunciation of such right or recourse and WRP may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all such rights;

(v) If any provision of this Agreement is held invalid or unenforceable, it shall not, in any manner, have any effect on the enforceability of other Sections, paragraphs or provisions hereof;

(vi) Neither Party shall be considered in default under this Agreement if failure to meet their obligations are delayed or prevented due to an external unforeseeable and irresistible event rendering it impossible to fulfill any such obligations;

(vii) This Agreement shall be construed, governed and enforced in accordance with the laws of Quebec, Canada and all suits arising out or related to this Agreement shall be brought in the courts of Quebec;

(viii) This Agreement represents the full and complete understanding of the Parties with respect to it subject matter and may not be modified except by the express mutual consent of WRP and the Affiliate Webmaster.

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Any additional questions or comments please contact admin@CoxCash.com or call our toll free number
1-888-467-8977