Terms & Conditions

Program Eligibility, Application and Enrollment:

The following shall set forth the Terms and Conditions (the "Agreement") of THE KICK ASS PAYS AFFILIATE PROGRAM (the "Program" or the "Affiliate Program") operated Kick Ass Pictures, Inc. (hereinafter, Kick Ass Pictures or "we" or "us" or our ). As used in this Agreement, "you" or "your" means the applicant/participating affiliate.

You must be over the age of eighteen (18) years in order to enroll and participate in the Program, or over the age of majority if you reside or conduct business in a jurisdiction where the age of majority is greater than eighteen(18) years.

Your site(s) may not incorporate images or content that is unlawful, defamatory, obscene, harassing or otherwise similarly objectionable. Your site(s) may not, directly or indirectly, facilitate illegal activity, promote violence or engage in, or promote infringement of the copyright or other intellectual property rights of others.

Any affiliates that utilize, directly or indirectly, CHILD PORNOGRAPHY or other unlawful images, content or activities in connection, directly or indirectly, with the promotion of any of our site(s) will be terminated immediately (without any compensation) and will be reported to appropriate local, state and/or federal authorities.

We pride ourselves in the manner in which we conduct our business practices and we expect no less from our affiliates! Although we are under no obligation to do so, we may evaluate your application or your method of operation, before or after you are accepted into the Program. We reserve the right to reject your application or your continued participation in the Program if we, in our sole discretion, determine that your site(s) or your method of promotion or participation in the Program are not consistent with the intent of this Agreement whether or not such activity is specifically prohibited by this Agreement. Our determination to accept your application or to permit your continued participation in the Program shall not be construed by you (or any third party) as a determination by us that you have met our affiliate eligibility requirements. Compliance with these requirements is your responsibility!

PROMOTION RULES:

You may use any legal and ethical method(s) of promotion you choose, consistent with the terms of this Agreement. You may not employ deceptive language or misleading URL's in our promotional links. You may use banner advertisements, button links and/or text links to our site(s); however, you may not use remote boxes. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download promotional links and other designated promotional materials from our Affiliate Support Area, which promotional links may contain our trade names, service marks, and/or logos for display on your affiliate site(s) for the sole and exclusive purpose of promoting websites owned, operated or controlled by us. In utilizing such promotional links, you agree that you will cooperate fully with us in order to establish and maintain such link(s). No promotional link may be modified without our prior written consent.

The use of deceptive or illegal practice(s) in promoting our site(s) is strictly prohibited. You may not promote any of our pay site(s) in a manner that is intended to generate payouts to you without providing us with the commercial benefits of your promotion. Because it is not possible to specifically list every possible method of engaging in deceptive, illegal or commercially unethical conduct that are prohibited by the Agreement, you acknowledge and agree that we reserve the right, in our sole discretion, to determine if your promotion of any of our site(s) is inconsistent with the intent of this Agreement. The following are only examples of the type of promotional activities that you may not engage in and which will result in your immediate termination (without payment of any amounts you may believe are due you): 1) you may not require a sign-up to any of our pay sites as a condition of accessing any site(s) or receiving any other consideration; 2) you may not engage in any promotion which is intended to create a sign-up to any of our site(s) which is not completely voluntary and made with a good faith intention to become a bona fide full pay member to our site(s); 3) you may not utilize personal ads (such as the personals appearing on Yahoo! or AOL, for example); 4) you may not use "warez" sites to promote our site(s); 5) you may not promote our site(s) via a non-adult free host (such as Geocities or Angelfire, for example); 6) you may not promote our site(s) with the explicit or implicit message or suggestion that the potential member or subscriber to any of our site(s) take advantage of introductory rates or offers without any realistic intention of continuing as a paying member or that the potential member or subscriber join our pay sites without any realistic intention of continuing as a member on an ongoing basis. 7) YOU MAY NOT SOLICIT SALES THROUGH EMAIL OF ANY SORT!!!

NO SPAM POLICY:

We DO NOT allow our Affiliates to promote or market memberships to our websites and products by the transmission of e-mail. Case closed. No Email marketing whatsoever. Marketing our sites by email will cause your immediate termination from the Program, and any funds that would have otherwise been due you from us will not be paid. Furthermore, you hereby agree that any and all liability for any email you send, in spite of this our express prohibition, for the purpose of marketing our site(s), is completely yours - and Kick Ass Pictures, Inc. shall have no legal responsibility in this.

You have been warned: SEND NO EMAILS AT ALL!

CAN-SPAM ACT

YOU MAY NOT SOLICIT SALES THROUGH EMAIL OF ANY SORT!!! Spam or not is a moot point, since you may not send any email whatsoever.

Payment

Subject to all of the provisions of this Agreement, we will: PAY YOU COMMISSIONS as follows:

We will pay you a base 51% of any sale you send us, for the lifetime of that subscription. In a given month: when you generate more than $500 (gross sales) we'll pay you 52%. Generate more than $1,000 and we'll pay you 54%. Generate more than $1,500 and get 56%. Generate > $2,500, we pay 58%. Generate >$4,000 and get 61%.

Our affiliates and us equally share fees related to processing, credits and chargebacks.

AFFILIATE REFERRAL BONUSES

We will pay you a bonus of 5% of the revenue earned for each webmaster you refer through your link(s) who signs up in our affiliate program. All Commission rates are subject to change from time to time, upon email notice to you and/or notice posted on this site.

COMMISSION PAYMENT DATES

Commission payouts are made weekly.

Method of Payment

Payments will be in the form of a check in US dollars payable to you, as identified in your application, and will be mailed to the street address indicated in your application (we reserve the right to not mail payments to P.O. Boxes). Should you wish to change the street address indicated in your application, you must advise us by e-mail at least 4 days before the end of any given Pay Period.

NO CHEAT POLICY:

We honor the spirit as well as the specific terms of the Program and we expect the same of you. If you violate the intent of any of the terms of this Agreement, your account will be terminated immediately without any prior notice. We will not pay you commissions or bonuses procured by actions that violate the express or implied terms of this Agreement.

COUNTRY OF ORIGIN RESTRICTIONS:

We will not credit you or pay any commissions or bonuses from traffic generated from sites that originate from, or where the IP address or webmaster location is traced to, locations from certain countries outside of the United States, including, but not limited to, the following countries. Afghanistan, Albania, Andorra, Argentina, Armenia, Azerbaijan, Bahrain, Belarus, Brazil, Brunei Darussalam, Bulgaria, Cayman Islands, Chile, China, Colombia, Costa Rica, Croatia, Cuba, Czech Republic, Dominican Republic, Ecuador, Egypt, El Salvador, Estonia, Fiji, Finland, Georgia, Greece, Hong Kong, Hungary, Iceland, India, Indonesia, Iran, Iraq, Israel, Italy, Jamaica, Japan, Jordan, Kaliningrad, Kazakhstan, Korea (North and South), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Macedonia, Malaysia, Malta, Mauritius, Moldova, New Zealand, Nicaragua, Oman, Pakistan, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, Romania, Russia, Saudi Arabia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sudan, Syria, Taiwan, Tajikistan, Thailand, Tobago, Trinidad, Tunisia, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Venezuela, Yemen, Yugoslavia.

Additional Terms and Conditions

Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site(s) of a change notice of a new agreement, shall be sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. 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 Affiliate Program, after our posting of a change notice or new agreement on our site, shall constitute binding acceptance of the change.

Terms of the Agreements

The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement, you are not eligible to receive any commission payments, even for commissions earned, but for termination for violation of this Agreement, prior to the date of termination. If this Agreement is terminated for any other reason, you will receive commission due you for commissions (payouts) earned prior to the termination of this Agreement. We hereby reserve the right to withhold your final payment for a reasonable time to ensure that we pay you your correct final payment.

Relationship of Parties

You are an independent contractor and not our agent, and we expressly disclaim responsibility for any conduct by you in violation of the terms of this Agreement. Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between us. You do not have the authority to make or accept any offers or representations on our behalf or to make any statement, whether on your site(s) or otherwise, that reasonably would contradict anything in this section.

Limitation of Liability

We 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 we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers

We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information, and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information. We make no express or implied warranties or representations with respect to the Affiliate Program or any of our services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site(s) will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Representations and Warranties

You hereby represent and warrant to us that this Agreement: 1) has been duly and validly executed, accepted and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and, 2) that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; and, 3) has been duly authorized by all requisite action on your part; and, 4) does not require the approval or consent of any other person(s) and/or entity; and, 5) neither violates nor constitutes a default under the: (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, and/or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or Internet service provider provide us with notice that you have engaged in transmission of unsolicited bulk e-mails, or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities, including disclosure of your account information in connection therewith.

Indemnification

You hereby agree to indemnify, defend and hold us, our shareholders, officers, directors, employees, agents, affiliates, successors and assigns harmless, 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 us (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 that your use of any Trademark(s), Copyright(s) and/or any other Intellectual Property (other than such properties licensed to you by us pursuant to this Agreement) 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 site(s) or your promotional activity.

Miscellaneous

Terminated affiliates cannot apply to become affiliates at a later date, without our express written consent.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempted assignment not in conformity herewith shall be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

All representations and warranties made by you shall survive the execution and/or termination of this Agreement.

This Agreement will be governed by the laws of the State of California, U.S.A. and of United States Federal law, without reference to rules governing choice of laws. Should legal action arise with respect to the terms of this Agreement, your relationship with us, or the subject matter of this Agreement, you acknowledge and agree that venue for such action shall be exclusively in the appropriate State or Federal Courts located in Los Angeles, California.

BY APPLYING TO BE AN AFFILIATE IN THE PROGRAM, YOU ARE: 1) STATING AND REPRESENTING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN; AND 2) AFFIRMATIVELY INDICATING THAT YOU AGREE TO EACH AND EVERY TERM OF THE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THESE TERMS.