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CLICKCASH.COM® AGREEMENT

1.

Earning Revenue: ClickCash Associates who actively promote the WebPower/iFriends family of approved websites can earn revenue for direct referrals as described in "Payouts," as well as for downstream referrals as described in "The Power of Ten." In addition, if you are a new ClickCash Associate, you will also receive a provisional sign-up bonus. The sign-up bonus will be credited to your ClickCash account immediately and will appear on your revenue report but will not be disbursed until your ClickCash account has accrued at least $250 in total revenue.

2.

Payment:

I.	Payment Period: (a) Revenue is distributed on a weekly basis by check, bank wire, automated clearing house (ACH) payment, or prepaid card. The measurement period for revenue payments and traffic statistics is Sunday 12:00 midnight through Saturday 11:59 pm (Eastern Time). Payment is issued on the first business day following the measurement period. If your accrued revenue does not exceed $50 (or a higher minimum amount that you select), your revenue will continue to accrue until you reach your designated minimum amount. If you elect to have checks mailed to you by express mail, each check amount will be reduced by $15 (for mailing within the U.S.) or $30 (for mailing outside the U.S.) to cover those express delivery costs. Express delivery is not an option for P.O. Box addresses. If you elect to have your revenue wired directly to your bank account, your revenue will be reduced by the costs of the wire. (b) If you participate in the WebPowerfx® prepaid card service, your revenue will be credited to your designated card account.
II.	Payment Conditions: As a precondition to receiving any revenue under this Agreement, you agree that the revenue is and will be directed solely to you, and that you are not authorized to transfer your checks to or deposit your checks with any third parties other than bona fide financial institutions. By participating in the ClickCash program, you represent and warrant that you are not an individual, organization, or entity listed on The Office of Foreign Assets Control Specially Designated Nationals or Blocked Persons list, as published and updated by the U.S. Department of The Treasury. By participating in the WebPowerfx®prepaid card service, you (a) acknowledge and agree that WebPower is not liable or legally responsible for your revenue once your revenue is deposited by WebPower with the third party financial institution providing the prepaid card service; and (b) expressly agree that you will be subject to the financial institution's express terms and conditions for your use of, and access to, your bank card account and all revenue deposited by WebPower in your bank card account with the third party financial institution.
III.	Payout Programs: As an Associate, you may earn revenue from the following programs: (a) Pay Per Signup (PPS) Program: The PPS program pays you for every qualifying sign-up generated through your PPS links when that sign-up generates revenue exceeding a designated threshold amount on the WebPower/iFriends family of approved websites. The current payout schedule is posted on the PPS Program Page. Note: If a third party links through your PPS link but does not have sufficient funds on their credit card at the time of sign-up, WebPower will automatically designate that third party as a potential PPFS user. WebPower will hold your revenue payment and bonus calculation for that user until such user does have sufficient funds, at which point WebPower will automatically convert that user to a qualifying sign-up under your PPS link and you will receive the applicable PPS revenue and bonus calculation for that user. (b) Revenue Sharing (RevShare) Program: The RevShare program pays you a percentage of the gross revenue actually received by WebPower from a qualifying sign-up's entry into a live chat session, throughout the lifetime of the qualifying sign-up's account. You are not entitled to payment from a live session that is charged back or refunded. The current RevShare payout schedule is posted on the RevShare Program Page. (c) Pay Per Free Signup (PPFS) Program: The PPFS program pays you for every qualifying sign-up generated through your PPFS links. The current PPFS payout schedule is posted on the PPFS Program Page. (d) Pay Per Email Signup (PPES) Program: The PPES program pays you for every unique email address that is generated through your PPES links. To be eligible, a new and unique email address must be validated by free registration with the WebPower/iFriends family of approved websites, and the user of this email address must be located within the US, UK, GB, or CA. The current PPES payout schedule is posted on the PPES Program Page. (e) Original (IF) Program: The Original (IF) Program is available only to qualifying affiliates. More information is posted on the Original IF Program Page (f) Domain Parking (CCP) Program: The CCP program pays you for every qualifying sign-up generated through CCP links on your parked domain names. The current CCP payout schedule is posted on the ClickCash Parking Page. (g) Model Referral (MR) Program: The MR program pays you one hundred dollars ($100) for every model that you introduce to the WebPower/iFriends family of approved websites. To be eligible, a new and unique third party must click through your MR link and enter into a Video Hosting Usage and Distribution Services Agreement with WebPower, as well as distribute content in live Point-to-Point Communication Sessions (as those terms are defined in the Video Hosting Usage and Distribution Agreement) for a cumulative total of at least one hundred and twenty (120) hours within a consecutive six (6) week time period. For you to qualify for this revenue, the model may not be a member of your household or a business associate or related entity. More information is posted on the MR Program Page. (h) Power of Ten Program: The Power of Ten program pays you for every qualifying sign-up generated by your downstream referrals. To receive revenue from your downstream referrals, a new and unique Associate must populate the "Referral Code" field with your specific Associate Referral Code. Associate accounts can only designate one Associate Referral Code; that is, Associates are not allowed to register multiple times with multiple Associate Referral Codes in order to benefit more than one referring Associate. (Get tips on how to harness the Power of Ten!) (i) Additional Payout Information: To receive revenue under this Agreement, your promotions, downstream referrals, and/or domain name(s) must produce qualifying sign-ups. A qualifying sign-up is defined as a new and unique subscriber to the WebPower/iFriends family of approved websites obtained directly through your valid link referral who provides his/her validated and authorized credit card number during the sign-up process; or, in the case of the PPES program, a new and unique email address, obtained directly through your valid link referral, that is validated by free registration. WebPower reserves the right to immediately revise payout amounts, bonus amounts, qualifying amounts, or qualifying terms at any time by posting such revisions to the ClickCash.com website; any amounts owed to you for qualifying sign-ups will correlate to the amounts posted at the time your qualifying sign-up actually occurs. WebPower further reserves the right, in its sole discretion and at any time, to immediately change the payout program under which your specific qualifying sign-ups are calculated or to re-designate your entire Associate account. If WebPower changes the payout program for specific qualifying sign-ups or for your Associate account, you will be notified via e-mail and your future payments will be calculated based upon the payout schedule in effect for the specific program WebPower has designated. In addition, WebPower may elect, in its sole discretion and at any time, to immediately designate your Associate account as a "no bonus" account. "No bonus" accounts are not eligible for bonus promotions and instead receive the payment amounts then in effect for qualifying sign-ups, as posted on the specific program pages applicable to your links' payout program.

3.	Statistics and Reporting: WebPower will use commercially reasonable efforts to provide you with access to real-time traffic reporting, qualifying sign-ups, and revenue statistics (click the Real-Time Stats link). You acknowledge and agree that in calculating your revenue, WebPower's good faith determination of any amount owed shall be the final and binding determination. At all times you agree that you will not attempt to artificially inflate your traffic reporting, qualifying sign-ups, and revenue statistics by misleading or abusive practices, as further described in Section 4 below. (If you wish to create an initial "test" account, please first contact us using our Online Contact Form for access to ClickCash-approved marketing materials for such account.)
4.	No Spam or Unethical Marketing Practices: You may not use "spam," including but not limited to unsolicited commercial email or any other unethical or abusive marketing practices, to promote the WebPower/iFriends family of approved websites. You will not be credited for referred subscribers if you are found to have used spam/unethical or abusive marketing practices. See "Spam Policy" for more information. You agree that you will not attempt to intercept, direct, re-direct, divert, or usurp traffic (including without limitation through the use of user-installed software) from or on, or divert referral fees from, any other participant in ClickCash's services. You agree that you will not directly or indirectly offer third parties any consideration or incentive (including without limitation payment of money or granting of any discounts or other benefits) for linking through to the WebPower/iFriends family of approved websites through your referral links, nor will you require third parties to join the WebPower/iFriends family of approved websites as a prerequisite to accessing other products or services. You also agree that you will not attempt to directly or indirectly obtain screen names or passwords from users of the WebPower/iFriends family of approved websites, including without limitations subscribers whom you have referred to WebPower. (To report spam and any other unethical marketing practices by others, e-mail the full text of the spam or unethical marketing message, including subject line plus all headers [where available] to abuse @ clickcash.)
5.	Marketing Materials:

I.	Marketing Restrictions: When you engage in marketing activities as a ClickCash Associate, in addition to complying with the restrictions stated in Section 6(III) through 6(VII) below, you hereby agree to only use the banners or other artwork provided to you on or through ClickCash.com. At all times in your marketing endeavors, WebPower expressly forbids (a) the alteration in any way of ClickCash-provided banners or other artwork, including without limitation any alteration of HTML syntax, text links, or any other elements; and (b) ClickCash Associate marketing on or through any media other than the internet or mobile devices. If you wish to alter the ClickCash-provided banners or artwork, or engage in marketing activities as a ClickCash Associate on or through any media other than the internet or mobile devices, you must obtain WebPower's express, prior written consent (by postal mail, email, or fax transmission). At all times WebPower retains the right to deny or revoke such consent in its sole discretion.
II.	Customization and Private-Branding Platform: If you choose to participate in the WebPower WebConferencing Enterprise Engine ("WWEE"), you agree, represent, and warrant that while you are utilizing WWEE services, (a) your WWEE-related domain names, sub domains, content, marketing materials, and website(s) are expressly subject to the restrictions stated in Section 6(III) through 6(VII) below; (b) you are the legitimate, authorized, and lawful current domain name registrant; (c) by using your independently registered domain name in WWEE, you grant WebPower an exclusive, royalty-free, worldwide, non-transferable license to use, distribute, display, transmit, and publish that domain name for the sole purpose of operating and promoting WWEE; (d) all content that is accessible on or through your domain name and sub domains shall be WebPower-provided content except the SiteHeader graphic and skin, which may be unique to your domain name (your unique SiteHeader graphic and skin remain your content and may only be used by WebPower on your WWEE site); (e) if your domain name includes the word "teen," you will clearly and conspicuously place the term "18+" next to the word "teen" wherever the word "teen" is most prominently displayed on your website; and (f) you remain solely responsible for your domain name, domain name registration, renewal, and all related fees as well as all domain name-related agreements you enter into with third parties (including without limitation your hosting and domain name registrar agreements). If you wish to use sub domains in WWEE, you must obtain WebPower's express, prior written consent (by postal mail, email, or fax transmission). At all times WebPower retains the right to deny or revoke such consent in its sole discretion.
III.	ClickCash Parking: If you choose to participate in ClickCash Parking, you agree, represent, and warrant that while you are participating in CCP, (a) your CCP-related domain names are expressly subject to the restrictions in Section 6(III) through 6(VII) below; (b) you are the legitimate, authorized, and lawful current domain name registrant; (c) by using your independently registered domain name in CCP, you grant WebPower an exclusive, royalty-free, worldwide, non-transferable license to use, distribute, display, transmit, and publish that domain name for the sole purpose of operating and promoting CCP; (d) WebPower may point the domain name or DNS to any of the WebPower/iFriends family of approved websites; (e) all content that is accessible on or through such domain shall be WebPower-provided content; and (f) you remain solely responsible for your domain name, domain name registration, renewal, and all related fees, as well as all domain name-related agreements you enter into with third parties (including without limitation your hosting and domain name registrar agreements and/or agreements entered into with third parties regarding inquiries or acquisition of your parked domain names).

6.	Legal:

I.	Relationship: Associate (or the signatory for Associate, if Associate is an entity) is at least 18 years of age, and is not an employee of WebPower. No partnership is being created pursuant to this Agreement and both parties expressly disclaim any benefits or liabilities arising from any claim of a partnership relationship.
II.	Governing Law/Arbitration: This Agreement shall be interpreted, construed, and enforced under the laws of the state of Florida and the United States, without regard to conflicts of law. By entering into this Agreement, you expressly consent to personal jurisdiction in the state of Florida. To the greatest extent permissible by law, all controversies or claims, including without limitation claims in tort, arising out of or relating to this Agreement, or breach thereof, including without limitation your use or misuse of ClickCash services, will be settled and enforced by confidential arbitration in the federal Southern District of Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (the "Rules"). The matter will be heard by three arbitrators who will be appointed in accordance with the Rules. To the greatest extent permissible, a decision of the arbitrators will be final, binding, and conclusive upon the parties. In rendering such decisions and awards, the arbitrators will not add to, subtract from, or otherwise modify the provisions of this Agreement. Notwithstanding the above, WebPower may, in its sole discretion, elect to have any and all equitable or injunctive relief submitted to the federal or state courts, and not settled by arbitration. In the event WebPower elects to pursue equitable or injunctive relief in a federal or state court, the federal and state courts located within the federal Southern District of Florida shall have exclusive jurisdiction and venue, to the greatest extent permissible. Should any provision of this Agreement be found void, invalid, or unenforceable under any applicable law or equity, such a finding shall not affect the remainder of this Agreement, in part or in whole, that can still be given effect without the void, invalid, or unenforceable provision.
III.	Illegal or Objectionable Content: Associate may not promote the WebPower/iFriends family of approved websites on any page or internet facility regarded as objectionable by ISPs or otherwise considered unlawful according to any controlling legal authority. Traffic not accepted includes, but is not limited to, websites and URLs depicting content or representing services of the following nature: simulated or actual child pornography or content otherwise exploitative of minors, computer viruses, "warez," distribution of pirated content, actual or simulated depictions of nonconsensual sexual activity, illegal prostitution or escort services, obscenity, or spam.
IV.	No Exposure to Minors: Adult areas of the WebPower/iFriends family of approved websites may not be marketed to those who are underage or who have not expressed a desire to encounter sensitive erotic material. Moreover, domain names parked in CCP shall not reference brands or trademarks typically associated with or marketed to minors (e.g., Barbie, Disney, etc.).
V.	18+ Promotion: No adult-oriented promotions may be marketed or described in such a manner as to suggest or imply, or to create any inference, directly or indirectly, that underage or other unlawful content may be found on the WebPower/iFriends family of approved websites. All adult-oriented promotions must clearly and conspicuously indicate that all individuals appearing throughout the WebPower/iFriends family of approved websites are verified adults aged 18 years of age or older.
VI.	Compliance with U.S. Federal Regulations: (a) 18 U.S.C. Section 2257: If Associate uses sexually explicit content to promote the WebPower/iFriends family of approved websites, and if Associate is subject to 18 U.S.C. Section 2257 ("Section 2257"), then Associate shall, in promoting the WebPower/iFriends family of approved websites, comply with all provisions of Section 2257 and its associated regulations issued by the U.S. Department of Justice at 28 CFR 75. (b) FTC Guidelines: In promoting the WebPower/iFriends family of approved websites, Associate agrees to comply with all provisions of the Federal Trade Commission's Guides Against Deceptive Pricing at 16 CFR 233, Guides Against Bait Advertising at 16 CFR 238, and Guide Concerning Use of the Word "Free" and Similar Representations at 16 CFR 251, as well as the Guides Concerning the Use of Endorsements and Testimonials in Advertising at 16 CFR 255.
VII.	Misrepresentation and Intellectual Property Infringement: (a) All advertisements or statements used in your marketing must accurately and truthfully represent the materials being offered. Your marketing materials shall not be false, deceptive, misleading, or infringing (including without limitation violating copyrights, trademarks, domain names, privacy, or other personal or proprietary rights of third parties). Any material misrepresentation, infringement, or omission that is reasonably likely to mislead consumers is considered false, deceptive, and/or misleading, and is a violation of this Agreement. Associate is hereby notified that WebPower does not grant Associate actual or apparent authority to make such misrepresentations. Associate further acknowledges and agrees that Associate's registration and/or use of any domain name that incorporates words or marks which are identical or confusingly similar to WebPower's trademarks and service marks, including without limitation "iFriends," "ClickCash," or "iFriendsV2," is deemed by the parties to constitute a bad faith registration and/or use and a material breach of this Agreement, unless WebPower has expressly consented to Associate's registration and use of such domain name. (Get more information about our Copyright and Trademark Notice Procedures.) (b) Other than as expressly stated in this Agreement, nothing shall be construed as a grant or assignment of any rights in any intellectual property owned by WebPower, including without limitation any of its copyrights, trademarks, service marks, or domain names. Associate acknowledges that any use by Associate of WebPower's intellectual property (including without limitation copyrights, trademarks, service marks, and domain names) on any media other than the internet or mobile devices, and/or in violation of this Agreement, will constitute infringement of WebPower's intellectual property rights.
VIII.	Liquidated Damages and Indemnification: If Associate violates sections 4, 5, or 6(III) through 6(VII) of this Agreement (spam, marketing materials, illegal content, no exposure to minors, 18+ promotion, misrepresentations), WebPower will be entitled to payment of liquidated damages from Associate of $500 per violation if actual damages are not quantifiable. In the event actual damages to WebPower are quantifiable, then Associate agrees to indemnify and hold harmless WebPower for any damages and costs (including attorney's fees and costs) which arise out of Associate's violation of the terms of this Agreement.
IX.	Risks, Disclaimer & Limitation of Liability: (a) Associate acknowledges and agrees that from time to time WebPower's services may be inaccessible or inoperable for any reason, including without limitation equipment malfunctions, periodic maintenance procedures or repairs, or causes beyond the reasonable control of WebPower or that are not reasonably foreseeable by WebPower, including without limitation interruption or failure of telecommunication or digital transmission links or hostile network attacks, network congestion, or other failures. Associate acknowledges and agrees that WebPower has no control over the availability of its services on a continuous or interrupted basis. (b) WebPower expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. All WebPower services are provided on an "as is" and "as available" basis. WebPower makes no warranty that its services will meet Associate's requirements or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. WebPower does not warrant, or make any representations regarding, the use or results of any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise. Some jurisdictions do not allow the disclaimer of implied warranties, in which event the foregoing disclaimer may not apply to you. WebPower does not guarantee any success and/or profits by participating in any WebPower services, and makes no representations, guarantees, and/or warranties of same. WebPower retains the discretion to reject and/or limit or curtail payment to Associates for qualifying sign-ups originating from certain high-risk countries. To request a current list of those countries, contact us using our Online Contact Form. (c) WebPower expressly disclaims any and all liability, and Associate hereby releases WebPower from any and all liability related to Associate's election to list and/or offer domain name(s) for sale to third parties on or through any WebPower services, including without limitation inaccurate domain name pricing information, trademark infringement, cyber squatting violations, and/or any communications or transactions between parties with respect to such domain name(s). (d) In no event shall WebPower be liable to Associate or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profit or goodwill, for any matter, whether such liability is asserted on the basis of contact, tort (including negligence), breach of warranties, either express or implied, any breach of this Agreement or its incorporated agreements and policies, Associate's loss of data or files, or otherwise, even if WebPower has been advised of the possibility of such damages. Some jurisdictions do not allow such a broad exclusion or limitation on liability for damages contained herein. In such jurisdictions, WebPower's total liability for this Agreement is limited to the full extent permitted by law, and in no event shall WebPower's maximum aggregate liability to you exceed $100.
X.	Account Information and Electronic Communications: You agree to provide WebPower with truthful, accurate, complete, and current account information. You further agree to only provide account information over which you have direct control and authorization. Failure to provide such account information, or provision of false or unauthorized account information, shall constitute a breach of this Agreement. You agree to be bound by the terms of this Agreement for transactions entered into on your behalf by anyone acting as your agent, and transactions entered into by anyone who uses your account. You agree to maintain a working email address while you are a ClickCash Associate and to notify ClickCash promptly if you make any change to your email address. In the event you elect to participate in WebPowerfx®'s prepaid card services, you hereby authorize WebPower to provide your ClickCash account information to the authorized third party financial institution providing such independent services. Your participation in and/or use of ClickCash services requires, and constitutes your express consent to, the receipt of email communications from WebPower.
XI.	Termination: (a) Subject to the fulfillment of any outstanding liabilities and/or obligations to the other party, this Agreement, relationship, and/or any ClickCash service utilized by Associate may be terminated for convenience by either party at any time. Subject to the express terms stated in Section 6(XI)(c), if this Agreement, relationship, and/or any ClickCash service is terminated for convenience, Associate is eligible to receive all unpaid revenue earned by Associate prior to the date and time of termination; however, Associate is not eligible to receive revenue from any activities occurring after the date and time of termination. If this Agreement, relationship, and/or any ClickCash service is terminated by WebPower for noncompliance and/or breach of this Agreement, Associate is not eligible to receive any unpaid revenue earned prior to the date and time of termination. (b) At all times, in order to receive any revenue under this Agreement, Associate's account must be active and in compliance with the terms of this Agreement. If Associate does not actively generate qualifying sign-ups to the WebPower/iFriends family of approved websites for a period of ninety (90) consecutive days, Associate's account may, at WebPower's sole discretion, no longer be deemed active and instead may be designated as inactive. (To reactivate an inactive account, contact us using our Online Contact Form.) (c) During the term of this Agreement and for as long as WebPower provides you with administrative services (including without limitation ongoing custodian of records retention services, which survive termination of this Agreement), you agree to pay WebPower an administrative fee of ten dollars ($10) per month. You agree that WebPower may deduct this administrative fee from any ClickCash revenue you have earned. You also agree that WebPower may, in its sole discretion, modify or waive such fees, in whole or in part, based upon your Associate account activity.
XII.	Agreement: (a) This Agreement between WebPower, Inc. ("WebPower") and the registered ClickCash Associate ("you") takes effect when the Associate clicks the "Create My ClickCash Account" button on the account creation form. WebPower may, in its sole discretion, require that you also submit a signed version of this Agreement at any time. This Agreement incorporates the Privacy Policy and Spam Policy, as well as the Copyright and Trademark Notice Procedures. In the event of a conflict between the terms of this Agreement and any policies posted on ClickCash.com, the terms of this Agreement shall take precedence and shall be binding. WebPower may choose to provide translations of this Agreement for Associate's convenience; however, Associate agrees that the English version of the Agreement is controlling. A waiver by either party of any term or condition of this Agreement or any breach thereof, in one instance, shall not waive such term or condition or any subsequent breach thereof. Associate hereby agrees not to assign, transfer, or sell his/her rights under this Agreement without WebPower's prior express consent. (b) WebPower may change this Agreement, as well as any terms, policies, payout programs, payout amounts, bonuses, eligibility requirements, or qualifying amounts at any time by posting such changes on the ClickCash.com website or by expressly communicating such changes to Associate in email or newsletter format. Changes become effective immediately upon the posting of such changes or Associate's receipt of such email or newsletter, whichever occurs earlier. The current posted version of this Agreement comprises the entire agreement governing the relationship between an Associate and WebPower regarding the ClickCash.com services and supersedes any prior agreements with respect to the subject matter hereof. Associate agrees to review this Agreement periodically and to be aware of such changes. If any change is unacceptable to Associate, Associate may terminate this Agreement as provided in Section 6(XI) above. Associate's continued use of ClickCash service(s) following the effective date of any modifications to this Agreement and/or to any ClickCash service constitutes acceptance to all such changes. Moreover, Associate's endorsement or acceptance of ClickCash revenue constitutes acceptance of any such modifications to this Agreement and/or to the ClickCash service(s).