This affiliate agreement is between RWJ SCANS INC (cdgirls.com) corporation ("Company"), and you, the individual or entity signing up to become a partner/affiliate ("Affiliate"). Company has developed the CDGirls.com affiliate marketing program (the "Program") and wants to market the Program and associated content on the program sites listed at http://partner.cdgirls.com (the "Program Sites") through various online and traditional media. Affiliate wants to become a member of the Program subject to Company's approval of Affiliate's application. The parties therefore agree as follows:

1. Enrollment in the Program:

  1. Eligibility Affiliate must be at least 18-years old to enroll in the Program, or if Affiliate is an entity, all individuals involved in the entity must be at least 18-years old.
  2. Application To begin the enrollment process, Affiliate must fill out and submit the registration form located at affiliate.cdgirls.com/registration.html
  3. Company will evaluate Affiliate's application. Company may reject Affiliate's application for any reason, including if Company determines that:

    a. Affiliate or its owners are under 18-years old;

    b. The application contains inaccurate information;

    c. Affiliate's marketing methods are unsuitable for the Program, including engaging in any of the conduct listed in section 13(c);

    d. One or more affiliate sites incorporate material that is unlawful, defamatory, libelous, infringing, obscene, harassing, or otherwise objectionable;

    e. One or more of Affiliate's domain names or affiliate sites are identical or confusingly similar to a trademark or service mark in which Company or another person has intellectual property or other legal rights; One or more affiliate sites promotes or facilitates illegal activity, or violates the rights of others, including copyright, trademark, or other intellectual property rights;

    f. One or more affiliate sites encourage password theft or hacking; or Affiliate or one or more affiliate sites are not otherwise suitable for the Program for any reason. If Company approves Affiliate's application, but later determines that Affiliate did not comply with section 13(a), Company will terminate Affiliate's account

    g. Company may decline Affiliate's application or cancel Affiliate's account if Company determines that Affiliate or one or more affiliate sites engages in advertising or marketing methods that does any of the following:

       (I.) Promotes sexually explicit materials without complying with governing law;

       (II.) Promotes violence;

       (III) Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

       (IV) 4. Incorporates any materials that infringes or assists others to infringe any copyright trademark, or other intellectual property rights or to violate the law;

       (V.) Is in any way unlawful, harmful threatening, defamatory, libelous, obscene, harassing, or racially, ethnically, or otherwise objectionable to Company in its sole discretion;

       (VI.) Contains software downloads that potentially enable diversions of commissions from other affiliates in the Program; or Leads customers to mistake Affiliate for Company or any other affiliated business or otherwise impersonates or tries to impersonate Company, its employees, another affiliate, or any other person

  4. Company is not required to notify any prospective affiliate of its rejection from the Program.
  5. Reapplication If Company rejects the application for any reason, Affiliate will not reapply to the Program using the same domain name, URL, company name, or personal name; nor will Affiliate reapply using a different domain name, URL, company name, or personal name.

2. Limited License:

  1. Subject to Company's approval of Affiliate in accordance with section 1 and solely for the limited purposes of advertising .reices on, and directing end users to, the Program Sites in connection with the Program, Company hereby grants Affiliate a limited, nonexclusive, nontransferable, revocable license to;
  2. a. use, copy, and publicly display the licensed material solely on the affiliate site and solely for the purposes stated in this agreement;

    b. market, advertise, and promote Company's online services and content on the affiliate site;

    c. use Company's service marks, trademarks, and logos that Company may make available to Affiliate as part of the licensed materials (those trademarks and logos, collectively, "Company marks"

  3. Limitations: Affiliate will only use the licensed material in accordance with this agreement and not for any other purpose. Affiliate will only download a single copy of the licensed material and upload a single copy to the affiliate site. Affiliate will not make any further copies of the licensed material. The following limitations also apply to Affiliate's use of the licensed material:
  4. a. Use Restrictions: All unauthorized access or duplication of the licensed material is a material breach of this agreement and an infringement of Company's and potentially others' trademarks, copyrights, or other rights, including privacy and publicity.

    b. Other Prohibited Actions Unless expressly authorized in advance by Company in writing, Affiliate will not:

       (I.) Modify, translate, reverse engineer, decompile, or disassemble the licensed material;

       (II.) Create derivative works based on the licensed material

       (III) Rent, lease, or transfer any rights in the licensed material;

       (IV.) Remove any proprietary notices or labels on the licensed material; or

       (V. ) Make any other unauthorized use of the licensed material.

    c. Ownership of Licensed Material and Intellectual Property: Except for material in the public domain or licensed to Company, Company owns the licensed materiaL United States law, international treaties, and other laws and regulations protect the licensed material. Company retains all rights in the licensed material

  5. No License fee Other Material Company does not grant a license fm any material published on the Program Sites or any other Company website unless Company makes that material available to Affiliate tluough the Program and Company designates it as licensed material.
  6. Reservation of Rights Except as expressly granted in this agreement, Company does not grant any other rights to Affiliate. Company reserves all rights to select, alter, add, or remove all licensed material and promotional links used for the program.
  7. Termination or Withdrawal of License: On termination of this agreement or Affiliate's withdrawal from the Program, Affiliate's license to download and use the licensed material will automatically terminate and all rights will automatically revert to Company. At that time, Affiliate will promptly delete all copies of the licensed material that might reside on any computer system, storage device, server, or website owned by Affiliate or under its control.

3. Program Restrictions:

  1. Compliance with Laws: Affiliate will comply with all laws, including the following:
    • The Federal Record Keeping and Labeling Requirements (18 U.S.C. §§ 2257-2257A) and the regulations codified at 28 C.F.R. Part 75:
    • The CAN-SPAM Act of 2003 (15 U.S.C. 88 7701-7713) and the regulations codified at 16 C.F.R Part 316:
    • The Restore Online Shoppers Confidence Act (15 US.C. 88 8401-8405);
    • Guides Against Deceptive Pricing (16 C.F.R. Part 233);
    • Guides Against Bait Advertising (16 C.F.R. Part 238);
    • Guides Concerning Use of the Word "Free" and Similar Representations (16 CP.R Part 251);
    • Guides Concerning Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255);
    • Use of Prenotification Negative Option Plans (16 C.F.R. Part 425);
    • FTC Policy Statement on Deception (https://www.ftc.gov/public-statements/1983/10/ftc-policy-statement-deception)
    • FTC Policy Statement on Advertising Substantiation (https://www.ftc.gov/public-statements/1983/03/ftc-policy-statement-regarding-advertising-substantiation) ;
    • FTC Policy Statement on Unfairness (https://www.ftc.gov/public-statements/1980/12/ftc-policy-statement-unfairness) ;
    • FTC.com Disclosures: How to Make Effective Disclosures in Digital Advertising (https://www.ftc.gov/tips-advice/business-center/guidance/com-disclosures-how-make-effective-disclosures-digital)

  2. Prohibited Conduct : Affiliate is responsible for all content posted on its affiliate site. Company prohibits Affiliate from posting any unlawful content on its affiliate site, including the following:
  3. a. Depictions of Minors: Affiliate will not disseminate, post on its affiliate site, or provide links to any matter that involves depictions of nudity or sexuality by an age inappropriate-appearing performer (that is a performer who looks younger than 18-years old) or by a performer who is portrayed or made to appear as a person under 18-years old by virtue of the script, make-up, costuming, demeanor, setting, etc.

    b. Illegal or Objectionable Content: Affiliate will not disseminate, post on its affiliate site, or provide links to any obscene material including any material depicting child pornography, incest, scat, defecation, feces, genital mutilation, bestiality, actual or simulated rape, death, sexual violence, actual violence inflected on individuals by themselves or others, menstruation, or torture. Nor will Affiliate disseminate, post on its affiliate site, or provide lidks to any content or materials of the following nature: war., distribution of pirated content, prostitution or escort services, human trafficking, gambling, or narcotics.

    c. Spam: Affiliate will not disseminate span in connection with the Program. Although United Stalin federal and state law does not prohibit all fortes of spamming, Company impose a stricter, no-spas policy for affiliates of the Program. What is spairuning will evolve over lime.new t.hnologies and methodologies emerge for spanners to find new ways to abuse the Program. Some of the facts that Company takes into account when determining what is spamming include the following:

       (I.) If Affiliate has violated a U.S. federal or state anti-spamming law, including any part of the CAN-SPAM Act of 2003(15 88 7701-7713) or any of the federal regulations promulgated under the CAN-SPAM Act (16 C.F.R. Part 316);

       (II.) If Affiliate has violated any nonparty anti-spamming policy;

       (III) If Affiliate has sent unsolicited bulk messages to nonconsenting recipients;

       (IV.) If Affiliate has misleading or false information contained in its messages, subject line, or message-headers;

       (V.) If Affiliate uses automated means to collect, transmit, or sell the email addreses of others;

       (VI.) If Affiliate uses a third-party website or program to automatically generate and send messages or content;

       (VII.) If the primary purpose of Affiliate's message is commercial in nature; and The number of Spam or abuse complaints that have been lodged against Affiliate.

    No one factor is controlling, and Company will look to the particular circumstancces of each case to determine what is spamming. Company recommends that Affiliate review: https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business. When in doubt, don't do it—you spam, you're out.

    d. Fraudulent and Deceptive Trade Practices Affiliate will not engage in any fraudulent, deceptive, or unfair transactions or trade practic.. Affiliate will comply with the Federal Trade Commission statutes and regulations and any related rules, policies, and advisory opinions in advertising, marketing, and promoting the Program Sites.

    e. Defamation and Related Conduct : Affiliate will not publish content on its affiliate site that is defamatory, libelous, threatening, abusive, hateful, derogatory, disparaging, or otherwise injurious to any person or to the reputation of any person

    f. Federal Record Keeping and Labeling Requirements Affiliate and the affiliate site will comply with the federal record keeping and labeling requirements codified at 18 U.S.C. §§ 2257-2257A and the implementing regulations (28 C.F.R. Part 75) (collectively, the "2257 requirements").

       (I.) Affiliate will act as the required "Custodian of Records" under the 2257 requirements for all images depicting actual sexually explicit conduct of an actual human being that may be used to promote m market the Program regardless of who produced the images. (

       (II.) Affiliate will post a 2257 statement on the affiliate site in the manner and locations required by the 2257 requirements.

    g. Intellectual Property Rights: Affiliate will not publish content on the affiliate site that infringes the intellectual property rights or other legal rights of any person, including copyright, patent, trademark, service mark, trade secret, trade dress, right of privacy, right of publicity, moral right, and any other proprietary right

    h. Cybersquatting or Typosquatting: Affiliate will not use or register or try to use or register any domain name (including second-level, third-level, fourth-level, fifth-level, and to on), subdomain name, or directory that is identical or confusingly similar to a trademark or service mark in which Company or another person has intellectual or other legal rights, including CDGirls.com

    i. Paid Search Advertising Schemes: Affiliate will not bid on or purchase any online paid advertising schemes that incorporate or are confusingly similar to any Company trademarks, service marks, or URLs, including cdgirls.com. The prohibited advertising schemes indude pay-per-click models, sponsored links, search engine keywords, AdWords, or similar advertising schemes.

    j. Metatags: Affiliate will not use any false, misleading, or infringing metatags tied to the affiliate site. In addition, Affiliate will not use any metatags that would imply or suggest that underage or illegal content may be found on the affiliate site or the Program Sites.

    k. Unethical Marketing Practices: Affiliate will not try to intercept, direct, re-direct, divert, or usurp traffic (including through the use of user-installed software) from or on, or divert referral fees from any other participant in the Program. Affiliate will not directly or indirectly offer end users any consideration or incentive (including payment of money or granting of any discounts or other benefits) from linking through to the Program Sites through Affiliate's referral links: nor will Affiliate require end users to join one or more Program Sites as a prerequisite to accessing other products or services. Affiliate will not try to directly or indirectly obtain screen names or passwords from end users of the Program Sites, including subscribers whom you have referred to the Program Sites.

    l. Misrepresentation of Relationship: Affiliate will not misrepresent its contractual relationship with Company or imply that any relationship exists with Company except m expressly provided in this agreement. For .ample, Affiliate will not publish any statement indicating that Company supports, endorses, or contributes to the affiliate site except as expressly provided in this agreement.

    m. Unauthorized Access : Affiliate's unauthorized access or duplication of any content that Affiliate obtained directly or indirectly through its participation in the Program is a material breach of this agreement

    n. Malicious Code, Viruses, Etc. : Affiliate will not use or offer for download any material that contains a virus or malicious code, for example a Trojan Horse, that has the potential of causing disruption or damage to any computer system, network, or server. Affiliate will be liable to Company for all damage caused by any program of this nature.

    o. Links to and Content of Others: Affiliate will not use Company's images, content, or promotional material to promote or link to any other websites.

    p. Chat Traffic Advertisements Affiliate will not use chat traffic advertisements during its participation in the Program. Company will not accept chat traffic under any circumstances

    q. Use of Unapproved Promotional Materials Affiliate will only use the licensed material provided by Company to promote the Program Site. Affiliate will not use any other material, whether created by Affiliate or others, to promote the Program Sites.

  4. Breach of Program Restrictions Company may withhold commission fees and terminate this agreement if Affiliate breaches the program restrictions.

4. Affiliate's Duty to Notify:

  1. Affiliate will promptly notify Company:
  2. a. Of all URLs where Affiliate will promote the Program Sites;

    b. Whenever there are inquiries or concerns by any individual regarding any questionable activities;

    c. If Affiliate receives any inquiries or requests for information regarding the following subjects:

    • Obscenity:
    • Child pornography or depictions of nudity or sexuality by minors:
    • Spam complaints:
    • Copyright infringement:
    • Trademark infringement:
    • Deceptive trade practices :
    • Unfair business practices :
    • Misleading search terms:
    • Invasion of publicity or privacy issues:
    • Fraudulent activities, including credit card fraud:
    • Any criminal investigation unless Affiliate is prohibited by law from notifying Company :
    • Any civil investigation that pertains to Affiliate, even ff it does not relate to Affiliate's relationship with Company :
    • Any civil or criminal subpoena served on you, even f it does not relate to Affiliate's relationship with Company:

  3. Failure to comply with this section will constitute a breach of this agreement. Affiliate will be responsible for any damage to Company based on Affiliate's failure to notify Company as required by this section
  4. Affiliate will provide Company the means necessary to monitor the source of traffic that Affiliate sends to the Program Sites, including any necessary access credentials. Affiliate will send access credentials to [email protected] Affiliate will not charge Company and Company will not incur any expense from Affiliate as a result of Affiliate's providing Company with access credentials. Company is not required to approve or review any content not provided by Company that appears on an affiliate site. Affiliate remains solely liable for all content appearing on its affiliate site.

5. Compensation

5.1 Commissions Company will pay Affiliate a commission equal to the specified percentage or dollar amount set out in the program or any other documented negotiated percentage or amount,for each qualified signup that occurs during this agreement. Revenue Sharing payouts are calculated after processing fees have been deducted with each party deducting 50% of the associated processing fees from their share

5.2 Referral Fees: At this time Company will not partisipate in any additional referral amounts but reserves the right to amend this aggrement and add referral fees in the future.

5.3 Payouts

(a) Minimum Payout Requirement The current minimum payment amount is $0 for checks (default option), $100 for Paxum, and $250 for bank wire transfer. For non-check payment methods, Company will roll over accrued commission and referral fees totalling less than the minimum payout requirement until the payment owed satisfies the minimum payout requirement for the payment method selected.

(b) Pay Periods

Subject to the minimum payout requirement for the payment method selected, Company will disburse payouts weekly, beginning approximately two weeks after the conclusion of the immediately preceding pay period. Company will debit payouts for cancelled subscriptions. Company may change the payout pay periods on one or more occasions.

(c) Processing Fees

Company is not responsible for any third-party fees charged by banks or financial institutions used to receive commissions and referral fees. Company may deduct a processing fee if the payment method selected carries a processing fee

(d) Payment Currency Company will make all payouts in United States Dollars.

5.4 Payout Limitations

(a) Company will only pay Affiliate for qualified sign-ups, that is Company will only pay Affiliate commissions if its system can track an end user to the program site from the time an end user clicks on a promotional link to the time of sale.

(b) Company will not pay Affiliate a commission

(1) it its system cannot process the affiliate code;

(2) if an end user does not make full payment for services; or

(3) if a promotional links directs an end user to the program site, but the end user leaves the program site and later returns to sign up for a membership.

(c) Company will not pay Affiliate for any activity that Company determines is fraudulent, including credit card numbers in a negative bin number database, multiple subscriptions from a single email address, multiple subscriptions with the same credit card number, subscriptions with past memberships to the program site, sequential names or patterns of names, many subscriptions from a specific program site in a short time span, and multiple attempts to subscribe from the same credit card.

(d) Company may also deny or withhold commissions for any links coming from any practices that breach this agreement. If Company determines that Affiliate is engaging in practices that breach this agreement, Affiliate will not receive any credit or payment and will forfeit all credits or payments earned.

5.5 Abnormal Chargebacks or Cancellations and Other Suspicious Behaviour Company may deny or withhold any payment to Affiliate and terminate Affiliate's participation in the Program if there has been an abnormal number of chargebacks or cancellations of memberships from traffic referred to Company through one or more affiliate sit. Company will determine what is an abnormal number of chargebaks or cancellations based on its review of the situation and its experience with other affiliates. In addition, Company may deny or withhold payment to Affiliate and terminate Affiliate's participation in the Program due to any other suspicious behaviour, including unusual conversion ratios, lack of or low quantity of member login, or low member usage.

5.6 Amount Inactivity; Inactive Account Maintenance Fees

(a) To receive any revenues under this agreement, Affiliate's account must be active and in compliance with this agreement. if Affiliate does not actively generate qualifying signups to the Program Sites for 90 consecutive days, Affiliate's account may, at Company's sole discretion, no longer be considered active and instead may be designated as inactive.

(b) If Affiliate has not earned any commissions or referral fees for 180 consecutive days, Company may charge Affiliate an account maintenance fee that Company will deduct from Affiliate's unpaid accrued commissions and referral fees. The account maintenance fee will be the lesser of $10 and the amount of unpaid accrued commissions and referral fees in Affiliate's account.

5.7 Revenue Forfeiture

If Company is unable to pay Affiliate for 180 consecutive days and Company cannot otherwise contact Affiliate during this period, Company will consider all unpaid accrued commissions and referral fees forfeited to Company.

5.8 Taxes

Affiliate will pay all taxes attributable to commissions earned under this agreement On one or more occasion, Company may request Affiliate to provide tax information depending on the jurisdiction in which Affiliate resides or is incorporated. Affiliate will promptly comply with any request by Company for tax information. If Company requests tax information from Affiliate and Affiliate does not provide it to Company, Company may withhold payment from Affiliate until Affiliate provides this information or otherwise satisfies Company that Affiliate is not a person from whom Company is required to obtain tax information.

5.9 Disputes

If Affiliate disputes a payment or the calculation of a commission or referral fees, Affiliate will notify Company in writing of any disputes or discrepancies no later than 30 days after the end of the pay period in which the disputed payment occurred. Affiliate will include in its written notice a detailed statement describing the nature and amount of the dispute and all supporting evidence. Affiliate will cooperate fully and in good faith with Company to promptly address and try to resolve the dispute. If Affiliate fails to timely notify Company in writing, the parties will consider Company's determination corset and binding on Affiliate and Affiliate will not dispute Company's determination.

6. Affiliate Site Obligations

6.1 Affiliate will be solely responsible for developing operating, and maintaining its affiliate site and for all materials that appear on its affiliate site. Affiliate's responsibilities include:

(a) The technical operation of the affiliate site and all related equipment;

(b) Displaying the promotional links and licensed material on the affiliate site in compliance with this agreement;

(c) Creating posting and ensuring the accuracy of materials posted on the affiliate site, including all materials related to Company's online services and content;

(d) Using the licensed material, the affiliate site, and the materials on the affiliate site in a way that does not infringe any of Company's rights or those of any other person (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);

(e) Disclosing on the affiliate site accurately and adequately, either through a privacy policy or otherwise, how Affiliate collects, uses, stores, and discloses data collected from visitors, including where applicable, that nonparties (including Company and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers; and

(f) Making sure that any use that Affiliate makes of the licensed material and Company marks complies with this agreement.

6.2 Company may monitor signups through the affiliate site to evaluate Affiliate's compliance with this agreement. If Company determines that Affiliate is not in compliance, Company may terminate Affiliate from the Program.

6.3 Company will not be liable to Affiliate or any nonparty for Affiliate's acts or omissions under section 6.1.

7. Signup Processing Statistics and Reporting

7.1 Company will process all signups made by end users who follow promotional links from the affiliate site to the Program Sites. Company may reject signups that do not comply with any requirements on the Program Sites, as they may be updated on one or more occasions.

7.2 Company will track qualified signups for reporting and commission accrual purposes. Company will use reasonable efforts to provide Affiliate with access to real-time traffic reporting qualifying sign-ups, and revenue statistics. Affiliate acknowledges that in calculating Affiliate's revenue, Company's good faith determination of any amount owed will be the final and binding determination. Affiliate will not try to artificially inflate its traffic reporting, qualifying sign-ups, and revenue statistics by misleading or abusive practices.

8. Customer Policies and Pricing

End users referred through the Program are customers of Company with respect to all activities they undertake on the Program Sites. Thus, as between Affiliate and Company, all pricing, terms, rules, policies, and operating procedures concerning customer signups and customer service set out on the Program Sites will apply to those customers, and Company may change them at any time.

9. Statements of Fact

9.1 By Affiliate Affiliate states that the following facts are accurate

(a) If Affiliate is an individual, Affiliate is at least 18-years old and has the legal capacity to enter into this agreement. If Affiliate is an entity, it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of its jurisdiction of incorporation, organization, or chartering.

(b) Affiliate has the power to enter into this agreement and to perform the obligations under this agreement

(c) Affiliate owns or operates each affiliate site that Affiliate identified to Company.

(d) Affiliate owns or has a license for all content found on each affiliate site, including all text, audio, images, and videos displayed on each affiliate site.

(e) The revenue Affiliate earns through the Program is and will be directed solely to Affiliate, and Affiliate is not authorized to transfer Affiliate's checks to or deposit Affiliate's checks with any non parties other than bona fide financial institution.,

(f) Affiliate is 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 United States Department of the Treasury.

(g) Each affiliate site and the content on each affiliate site

(I) does not-and will not during this agreement-infringe Company's or any other person's intellectual property rights;

(II) dos not -and will not during this agreement-violate nonparty publicity or privacy rights;

(III) does not-and will not during this agreement-promote violence, racial intolerance, or illegal activities;

(IV) does not-and will not during this agreement-depict bestiality, defecation, urination, rape, extreme violence, incest, or any other obscene material;

(V) does not-and will not during this agreement-depict minors in adult or sexual situations or otherwise target persons under 18-years old or the age of majority, whichever is higher;

(VI) does not-and will not during this agreement-violate any law governing false or deceptive advertising,sweepstakes, gambling, comparative advertising, or trade disparagement;

(VII) is-and will be during this agreement-free of any "worm," "virus," or other device that could impair or injure any person or any persons Property;

(VIII) is not-and will not be during this agreement-otherwise defamatory, vulgar, or obscene;

(IX) and will be during this agreement -in compliance with the program restrictions set out in section

(h) Affiliate is generally familiar with the nature of the Internet and complies-and will continue to comply during this agreement-with all laws and industry standards.

(i) Affiliate's performance under this agreement does not-and will not during this agreement-breach any agreement or obligation between Affiliate and a nonparty or violate any law.

(j) Affiliate's performance under this agreement does not-and will not during this agreement-breach any agreement or obligation between Company and a nonparty or violate any law.

(k) Affiliate's collection and use of personally identifiable information does not-and will not during this agreement-breach Company's privacy policy or violate any law that governs Affiliate's collection and use of personal information.

(l) Affiliate and each affiliate site complies-and will continue to comply during this agreement-with 18 U.S.C. $0 2257-2257A, including the implementing regulation codified at 28 C.F.R. Part 75.

9.2 By Company

Company states that the following facts are accurate:

(a) It is duly organized, validly existing and in good standing as a corporation under the laws of the United States of America.

(b) It has the power to enter into this agreement and to perform the obligations under this agreement

(c) It own or has the right to license the licensed material and the Company

mark,

(d) Its performance under this agreement does not-and will not during this agreement-breach any agreement or obligation between it and a nonparty or violate any law.

(e) Its performance wider this agreement does not-and will not during this agreement-breach any agreement or obligation between Affiliate and a nonparty or violate any law.

10. Confidentiality

10.1 Maintaining Confidentiality

For as long as it remains confidential information, Affiliate will not (1) disclose that confidential information except as contemplated in this agreement or (2) use that confidential information other than for purposes of this agreement.

10.2 Permitted Disclosure

Any individual to whom Company discloses confidential information in accordance with this agreement may disclose that confidential information only to representatives of Affiliate who require that confidential information to perform under this agreement. But before Affiliate discloses confidential information to an individual in accordance with this section, Affiliate will notify that individual in writing of the confidential nature of the confidential information and-if not otherwise under a duty to keep that confidential information confidential, including as a result of being a director, officer, employ., or lawyer of Affiliate enter into a written confidentiality agreement with that individual in which that individual promises not to disclose any confidential information or use any confidential information other than for purposes of this agreement.

10.3 Precautions against Unauthorized Disclosure or Use Affiliate will take precautions to prevent disclosure or use of confidential information other than as authorized in this agreement Those precautions must be at least as effective as those taken by Affiliate to protect its own confidential information or those that would be taken by a reasonable person in the position of Affiliate, whichever are greater. If Affiliate complies with its obligations under this section, Affiliate will not be liable for any losses or liabilities of Company arising out of misappropriation of confidential information from Affiliate by any nonparty.

10.4 Unauthorized Disclosure or Use by Representatives If any one or more representatives of Affiliate disclose or um confidential information other than as authorized in this agneement, Affiliate will be liable to Company for that disclosure or use to the same extent that it would have been had Affiliate disclosed or used that confidential information.

10.5 Notification of Unauthorized Disclosure or Use If Affiliate becomes aware of disclosure or use of confidential information other than as authorized in this agreement, Affiliate will promptly notify Company of that disclosure or use and will cooperate with Company in mitigating any adverse consequences to Company of that disclosure or use.

10.6 Nondisclosure of Agreement During this agreement and afterwards until that information becomes public other than because of breach of this section, each party will not disclose to any other person the existence of this agreement and its secure and the nature of the relationship, except to the extent disclosure is required by law. If disclosure is required by law, that disclosure will not constitute a breach of the party in question's obligations under this section, on the condition that it has complied with section 10.8, as if section 10.8 applied to that disclosure besides disclosure of confidential information.

10.7 Return of Confidential Information On the termination of this agreement, Affiliate will promptly, but no later than 30 days after the termination of this agreement:

(a) Return to Company all copies of confidential information that on disclosure, Company had instructed Affiliate to return on the termination of this agreement and

(b) Destroy all remaining copies of confidential information disclosed to Affiliate under this agreement

10.8 Disclosure Required by Law

(a) If any proceeding is brought to compel Affiliate or any of its representatives to disclose confidential information, or if Affiliate or any of its representatives is otherwise required by law to disclose any confidential information, Affiliate will do the following:

(I) Unless by doing so Affiliate would violate any law or an order of a government body, notify Company of that proceeding or that requirement, as the cam may be, promptly after learning of it, taking into account for purposes of determining Affiliate's promptness any time constraints that Company would face in bringing a proceeding to prevent that disclosure or to protect the confidentiality of any information that is disclosed; and

(II) At Affiliate's expense, cooperate with Company in any proceeding that Company brings to prevent that disclosure or to protect the confidentiality of any information that is disclosed.

(b) It will not constitute a breach of Affiliate's obligations under this agreement for Affiliate or any of its representatives to disclose confidential information as required by law, on condition that Affiliate has complied with its obligations under section 10.8(a) for that disclosure and has delivered to Company a written opinion of Affiliate's legal counsel prepared at Affiliate's expense stating that the disclosure is required by law and that opinion is reasonably acceptable to Company.

10.9 Nondisclosure of Restricted Information

Company will not disclose to Affiliate or any of its representatives any information if doing so would cause Company to breach a duty to any other person to keep that information confidential or would cause Company to violate any law or any order of a government body.

10.10 Export Controls Affiliate will not export or re-export any confidential information, directly or indirectly, without first obtaining any license required under any export control laws.

10.11 No License

Company's disclosure of confidential information will not constitute a grant to Affiliate or any of its representatives of a license to, or any other interest in, any intellectual property of Company unless stated in this agreement

10.12 No Statement about Accuracy Company is not making in this agreement any statement about accuracy of any confidential information Affiliate acknowledges that because it has not relied on, and will not be relying on, any statements made by Company to Affiliate about accuracy of any confidential information, Affiliate will have no basis for bringing any claim for fraud about those statements.

10.13 Reverse Engineering Affiliate will not reverse engineer, disassemble, or create other works from any software or hardware constituting or included in any confidential information.

10.14 Residual Information Use of residual information for Affiliate's benefit by any representatives of Affiliate to whom confidential information was disclosed in accordance with this agreement will not constitute a breachof Affiliate's obligations under this agreement, on condition that Affiliate did not have its representatives intentionally commit to memory the confidential information in question and on condition that Affiliate complies with its obligations under section 10.7.

10.15 Publicity Company may use Affiliate's trade names, trademarks, service marks, or logos in presentations, marketing materials, affiliate lists, financial reports, website listings of affiliates, or advertisements without advance written approval. Affiliate may use Company's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features so long as Affiliate complies with this agreement.

10.16 Definitions

For purposes of this section, the following definitions apply:

(a) "Confidential information" means the following:

(I) Information (other than excluded information) relating to Company and its business that Company discloses to Affiliate during this agreement (including individual contact information and information about Company's marketing, plans, pricing, products, services, and technical environment); and

(II) Derived information.

(b) "Derived information" means information (including notes, analyses, compilations, and summaries) that is in writing or embodied in an electronic medium and that Affiliate or any of its representatives derive, in whole or in part, from any information described in section 10.16(a)(I)

(c) "Excluded information" means information that comes within any of the following categories, with Affiliate having the burden of establishing that any information constitutes excluded information

(I) Other than personally identifiable information, information that is or becomes public other than as a result of breach of any obligation under this agreement;

(II) Information that when it is disclosed, is already in the possession of Affiliate or any of its representatives as the result of disclosure by a person that was not under an obligation to Company to keep that information confidential;

(III) Information that, after it is disclosed under this agreement, is disclosed to Affiliate or any of its repremntatives by a person that was not then wider an obligation to Company to keep that information confidential; and

(IV) Information that Affiliate develops independently before Company discloses equivalent information to Affiliate.

(d) "Government body" means (1) the government of a country or of a political subdivision of a country; (2) an instrumentality of any government; (3) any other individual, entity, or organization authorized by law to perform any executive, legislative, judicial, regulatory, administrative, military, or police functions of any government; or (4) an intergovernmental organization.

(e) "Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization, or government body.

(f) "Representative" means, as to an entity, any of that entity's directors, officers, employees, agents, consultants, advisors, and other representatives.

(g) "Residual information" means, as to any individual, any confidential information that the individual remembers without any need to refer to that confidential information as fixed in a tangible medium.

11. Non disparagement

During this agreement and for two years after its termination, Affiliate will not take any action that is intended, or would reasonably be expiated, to harm Company or its reputation or that would reasonably be expected to lead to unwanted or unfavourable publicity to Company. But nothing will prevent Affiliate from making any truthful statement in connection with any legal proceeding or investigation by Company or any governmental body.

12. Disclaimer of Warranty

12.1 Company is not making any warranties-express, implied, oral, or otherwise-about the reliability, timeliness, quality, suitability, availability, or accuracy of the Program, the Program Sites, the licensed material, or the Company marks. Company is not making any warranties that

(a) the use of the Program, the Program Sites, and the licensed material will be timely, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of nonparties, or other causes) or will operate in combinatian with any other hardware, software, system, or data;/

(b) the Program, the Program Sites, or the licensed material will meet Affiliate's requirements or expectations;

(c) the Program, the Program Sites, or the licensed material will be accurate or reliable;

(d) errors or defects in the Program, the Program Sites, or the licensed material will be corrected; or

(e) the servers that make the Program, the Program Sites, and the licensed material available are free of viruses or other harmful components.

12.2 Company offers the Program and the Program Sites "an is" without warranties, either express or implied. Company is not making any warranties, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, privacy, and noninfringement for the Program, the Program Sites, the licensed material, the Company marks, and any other Company products and services, including the information, content, and materials contained on the Program Sites. No advice or information, whether oral or written, obtained from Company or elsewhere will create any warranty not expressly stated here.

13. Limit of Liability

13.1 The Program, the Program Sites, or the licensed material may be subject to limitations, delays, and other problems inherent in the use of the Internet and elantronic communications Company is not liable for any delays, delivery failures, or other damage resulting from these problems.

13.2 Company will not be liable to Affiliate for breach-of-contract damages that Company could not reasonably have foreseen on entry into this agreement Company will not be liable to Affiliate-regardless of theory of liability and even if Affiliate advised Company of the possibility of these damages -for damages for any of the following:

  • loss of use;
  • loss of services;
  • loss of profits;
  • loss of revenue;
  • loss of goodwill;
  • loss of contracts;
  • loss of data;
  • loss of privacy;
  • loss of business or opportunity; or
  • cost of obtaining substitute services related to the Program, the Program Sites, the licensed material, or any other Company products and services.

13.3 Except as stated in this agreement, neither party will be liable to the other party foe indirect, incidental, special (including consequential), exemplary, or punitive damages arising from this agreement, regardless of theory of liability and even if that party has been advised of the possibility of these damages, including loss of revenue or anticipated profits or lost business.

13.4 Company's total cumulative liability to Affiliate will not exceed the greater of the total amount owed to Affiliate under this agreement and $250.

14. Loss Payment (aka Indemnification)

14.1 In General Affiliate will pay Company for any loss of Company's that is caused by Affiliate's

  • Breach of this agreement,
  • Infringement of non party intellectual property rights,
  • Violation of any other non party rights,
  • Violation of law,
  • Fraudulent or deceptive conduct,
  • Negligent conduct,
  • Intentional conduct, or
  • Criminal conduct

But Affiliate is not required to pay if the loss was caused by Company's intentional misconduct.

14.2 Definitions

(a) "Loss" means an amount that Company is legally responsible for or pays in any form. Amounts include, foe example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract or any other theory of recovery; and includes incidental, direct, and consequential damages.

(b) A loss is "caused by" an event if the loss would not have occurred without the event, even if the event is not a proximate cause of the loss.

14.3 Company's Duty to Notify Company will notify Affiliate before the 15th business day after Company knows or should reasonably have known of a claim for a loss that Affiliate might be obligated to pay. Company's failure to give Affiliate timely notice does not terminate Affiliate's obligation except to the extent that the failure prejudices Affiliate's ability to defend the claim or mitigate losses.

14.4 Legal Defense of a Claim Company has control over defending a claim for a loss (including settling it), unless Company directs Affiliate to control the defense Affiliate and Company will cooperate with each other in good faith on a claim.

14.5 No Exclusivity Company's rights under this section do not affect other rights that Company might have.

15. Dispute Resolution

15.1 Litigation Election Either party may elect to litigate the following type of case or controversy: (1) an action seeking equitable relief or (2) a suit to compel compliance with this dispute resolution provision.

15.2 Negotiation Each party will give the other a reasonable opportunity to comply before it claims that the other has not met the obligations under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties relating to this agreement. The party raising a dispute will submit to the other party a written notice and supporting material describing all issues and circumstances related to the dispute (a "dispute sake). A primary representative designated by each party will try to resolve the dispute. If the parties primary representatives fail to resolve the dispute within 15 days after receiving a dispute notice, a vice president (or higher-level officer) of each party will try to resolve it.

15.3 Mediation

(a) If the vice presidents (or higher-level officers) of the parties are unable to resolve the dispute within 30 days after receiving the dispute notice, either party may, by notice to the other party and the International Chamber of Commerce (ICC), demand mediation under the ICC Mediation Rules.

(b) Mediation will take place in Las Vegas Nevada United States, and the language of the mediation will be English. Each patty will bear its own costs in mediation and the parties will share equally between them all third-party mediation costs unless the parties agree otherwise in writing.

(c) Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial discussion between the mediator and the parties.

15.4 Arbitration

(a) If the parties fail to settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to this agreement, or the breach of it, by arbitration administered by the ICC in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the interpretation applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.

(b) A single arbitrator will preside over the arbitration and issue a final award on all issues submitted to the arbitrator. The arbitrator may grant whatever relief would be available in a court, except hat the arbitrator will not award punitive or exemplary damages,. damages otherwise limited or excluded in this agreement. The arbitrator will issue a final award on all issues submitted to the arbitrator. The arbitrator's award will be binding on the parties and may be entered an a judgement in any court of competent jurisdiction.

(c) Arbitration will take place in Las Vegas Nevada USA, and the language of the arbitration will be English The parties will bear equally the costs of arbitration including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case, subject to the arbitrator's right to award costs and fees to the prevailing under this agreement

(d) Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.

15.5 Equitable Remedies Affiliate acknowledges that breach by it of its obligations under this agreement could cause irreparable Mann for which damages would be an inadequate remedy. If any breach occurs or is threatened, Company may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.

15.6 jurisdiction

(a) If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the United States , and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any proceeding.

(b) Each party hereby waives any claim that any proceeding brought in accordance with section 15.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.

15.7 Recovery of Expenses

(a) In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses.

(b) For purposes of this section "prevailing party means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.

15.8 Jury Trial Waiver: Each party hereby waives its right to a trial by jury in any proceedings arising out of this agreement. Either party may enforce this waiver up to and including the first day of trial.

15.9 Class Action Waiver : The parties will conduct all proceedings to resolve a dispute in any foram on an individual basis only. Neither Affiliate nor Company will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.

15.10 Limited Time to Bring Claims A party will not bring a claim arising out of, or related to the subject matter of, this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.

16. Term and Termination

16.1 Term

This agreement will begin on Company's approval of Affiliate's application and will end when terminated by either Affiliate or Company.

16.2 Termination

Either party may terminate this agreement for any reason by giving the other party written notice of termination. Affiliate's breach of this agreement may result in Affiliate's immediate dismissal from the Program, with no obligation to Company except to pay for earned commissions and referral fees up to the point of termination unless this agreement provides otherwise. Affiliate will forfeit all commissions and referral fees due if Company terminates Affiliate from the Program because of Affiliate's fraudulent activity or for any breach of the program restrictions set out in section 3.

16.3 Effect On termination of this agreement:

(a) All licenses and rights granted under this agreement terminate and Affiliate will promptly remove the licensed content and the Company marks from each affiliate site;

(b) Unless otherwise provided in this agreement, Company will pay all unpaid commissions and referral fees due through the effective date of termination, except that Company may withhold final payment of commissions and referral fees for a reasonable time to make sure that all qualified and are valid; and

(c) Neither party will be liable to the other for any damages sustained or arising out of, or alleged to have arisen out of, the termination whether because of a party's loss of present or prospective profits, commissions, or payments on anticipated services, or in connection with the antablishment, development, or maintenance of Affiliate's business, or otherwise.

Termination will not affect the right of either party to receive or recover (1) damages sustained because of the branch of this agreement by the other party or (2) any payments owed or owing under the terms of this agreement, including payment earned through the date of termination.

17. General Provisions

17.1 Entire Agreement This agreement forms the sole agreement of the parties concerning its subject matter. It supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the transactions contemplated in this agreement. No party may use any of the earlier or contemporaneous negotiations, preliminary drafts, or previous versions of this agreement leading up to its signature and not stated in this agreement to construe or affect the validity of this agreement No conditions, definitions, representations, or warranties concerning the subject matter other than as expressly stated in this agreement will bind either party. Each party acknowledges that no party made or relied on a representation, inducement, or condition not stated in this agreement

17.2 Amendment : Company may change the terms of this agreement on one or more occasions, except that changes will not apply to ongoing disputes or to disputes arising out of events manning before the posted changes. Company will notify Affiliate through the affiliate portal of any changes to this agreement. Changes will become effective when posted in the affiliate portal. It is Affiliate's responsibility to check the affiliate portal periodically for changes to this agreement. If Affiliate continues to participate in the Program after any change, Company will consider Affiliate's continued participation as acceptance of the change unless Affiliate notifies Company in writing of Affiliates disagreement no later than 15 days after the change. In Affiliate's written notice to Company, Affiliate most identify each change Affiliate disagrees with and the nature of Affiliates disagreement with each change identified. Company will contact Affiliate no later than seven days after receiving Affiliate's written notice to address Affiliate's issues and try to reach a mutually amicable ranolution. If Company is unable to resolve Affiliate's disagreement with the changes, Company may either terminate this agreement or enter into an addendum with Affiliate.

17.3 Assignment and Delegation :(a) Assignments Company may assign its rights under this agreement without Affiliate's consent Affiliate will not assign any of its rights under this agreement, except with Company's advance written consent (b) Delegations Company may delegate any performance under this agreement without Affiliate's consent. Affiliate will not delegate any performance under this agreement, except with Company's advance written consent (c) Ramifications of Purported Assignment or Delegation Any purported assignment of rights or delegation of performance in breach of this subsection is void.

17.4 Waivers

(a) No Oral Waivers The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced.

(b) Effect of Failure, Delay, or Course of Dealing No failure or delay

(i) in exercising any right or remedy, or

(ii) in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppal of any right, remedy, or condition.

(c) Each Waiver for a Specific Purpose A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

17.5 Severability The parties intend as follows:

(a) that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;

(b) that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;

(c) that if an unenforceable provision is modified or disregarded in accordance with this section then the rest of the agreement will remain in effect as written; and

(d) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

17.6 Notices

(a) Form All notices and other communications between the parties will be in writing.

(b) Method All notice will be given

  • by delivery in person;
  • by a nationally recognized next day courier service;
  • by first class, registered, or certified mail, postage prepaid;
  • or by preferred method - electronic mail
  • to the following addresses (or any other address either party may specify in writing):
  • Company : [email protected] - RWJ Scans Inc 2259 Buckingham ct Henderson NV 89074
  • Affiliate: Information identified by Affiliate in application or as later updated
  • (c) Receipt All notices will be effective on receipt by the party to which notice is given, or on the fifth day after mailing, whichever occurs first

    17.7 Rights and Remedies Cumulative Any enumeration of a party's rights and remedies in this agreement is not intended to be exhaustive. A party's exercise of any right or remedy under this agreement does not preclude the exercise of any other right or remedy. Al of the parties rights and remedies are cumulative and are in addition to any other right or remedy set out in this agreement, any other agreement between the parties, or which may now or Later exist at law or in equity, by statute or otherwise.

    17.8 Governing Law The laws of United States without giving effect to its principles of conflicts of law - govern all matters arising out of or relating to this agreement, including its validity, interpretation construction, performance, and enforcement

    17.9 Force Majeure

    (a) If a force majeure event prevents a party from complying with any one or more obligations under this agreement that inability will not constitute a breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party's inability to perform those obligations is not due to its failure to (A) time reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and keep a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event, and (3) that party complies with its obligations under section 17.9(c).

    (b) For purposes of this agreement, "force impure event" means, for any party, any event or circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or other labour unrest that affects only that party, an increase in pricer or other change in general economic conditions, a change in law, or an event or circumstance that results in that party's not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance.

    (c) If a force majeure event occurs, the non complying party will promptly notify the other party of occurrence of that force majeure event, its effect on performance, and how long the non complying party expects it to last From then on the no ncomplying party will update that information as reasonably necessary. During a force majeure event, the noncomplying party will use reasonable efforts to limit damages to the other party and to resume its performance under this agreement

    17.10 No Third-Party Beneficiaries This agreement does not and the parties do not intend it to, corder any rights or remedies on any person other than the parties to this agreement.

    17.11 Relationship of the Parties The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.

    17.12 Successors and Assigns This agreement binds and inures to the benefit of the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign its rights or delegate its obligations under this agreement.

    17.13 Further Assurances The parties will take any further actions, or sign any further documents, as may be necessary to implement and carry out the intent of this agreement.

    17.14 Counterparts The parties may sign this agreement in any number of counterparts. The parties will consider each counterpart an original, and all counterparts, when taken together, will form the same agreement.

    17.15 Signatures; Electronic Signatures

    (a) The parties may sign this agreement by fax or electronically instead of an original signature. The parties will consider fax or electronic signatures as original signatures that bind them to this agreement.

    (b) Affiliate acknowledges that any affirmation, assent, or agreement Affiliate sends through the affiliate portal in response to a prompt binds Affiliate. Affiliate further acknowledges that when Affiliate clicks on an "I agree," "I consent," or other similarly worded "button" or entry field using a mouse, keystroke, or other computer device, this action is the legal equivalent of Affiliate's handwritten signature and binds Affiliate in the same way.

    17.16 Entity Authority

    (a) Each individual that signs this agreement for an entity states that the following facts are accurate:

    (i) he or she has full authority to sign this agreement for that entity, and

    (ii) that entity has taken all necessary actions to authorize the signing of this agreement.

    (b) Each entity states that this agreement does not breach that entity's articles, certificates, bylaws, or any other agreement or law that binds that entity.

    17.17 Voluntary Agreement

    (a) The parties have signed this agreement voluntarily and for valid reasons

    .

    (b) The parties acknowledge that they

    (I) have carefully read this agreement,

    (II) discussed it with their attorneys or other advisors,

    (III) understand all of the terms, and

    (IV) will comply with it. The parties have relied on the advice of their attorneys or other advisors about the terms of this agreement and waive any claim that the terms should be construed against the drafter.

    17.18 No Reliance Each party acknowledges that in signing this agreement, that party does not rely and has not relied on any statement by the other party or its agents, except those statements contained in this agreement

    17.19 Permission to Send Emails to Affiliate Affiliate hereby grants Company permission to email notices, advertisements, and other communications to Affiliate, including emery, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity unsuitable for minors. Affiliate's permission will continue until Affiliate asks Company to remove Affiliate from Company's email list

    17.20 Feedback Company encourages Affiliate to give feedback about Company or the Program. But Company will not treat an confidential any suggestion or idea Affiliate gives, and nothing in this agreement will restrict Company's right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to Affiliate.

    17.21 English language The parties have drafted this agreement in the English language and no translation into any other language will be used to interpret or construe this agreement. All services, support, notices, designations, specifications, and communications will be provided in the English language.

    17.22 Survival Any provision of this agreement that imposes an obligation after termination or expiration of this agreement will survive the termination or expiration of this agreement

    17.23 Definitions As used in this agreement, the following definitions-irrespective of capitalization or plurality-apply:

    (a) "Affiliate" means a person who markets Company's products and services through an independent website in exchange for the payment of a commission based on sales of Company's products and services, including the person applying for participation in the Program.

    (b) "Affiliate code" means a string of alphanumeric tart that uniquely identifies an affiliate, advertising campaign, or other tacking metric.

    (c) "Affiliate site" means one or more affiliate website designated by Affiliate to participate in the Program.

    (d) "Business day" means Monday through Friday, 9:00 am. to 5:00 p.m., US Pacific Standard Time (PST), excluding any official public holidays in United States

    (e) "Chat traffic advertisement" means a popup message displayed on a website to attract users to other commercial websites.

    (f) "Company" means RWJ Scans Inc, a Nevada USA corporation.

    (g) "Government body" means (1) the government of a country or of apolitical subdivision of a country; (2) an instrumentality of any government; (3) any other individual, entity, or organization authorized by law to perform any executive, legislative, judicial, regulatory, administrative, military, or police functions of any government; or (4) an intergovernmental organization.

    (h) "Intellectual property means inventions, concepts, techniques, plans, designs, methodologies, procedures, programs, approaches, ideas, know-how, computer software, technology, writings, graphics, other works of authorship, trademark, service marks, logos, trade names, and ( the case of the last four) the goodwill associated with each.

    (i) "Intellectual-property right' means any intellectual-property right or industrial-property right existing by law at the relevant time anywhere in the world, including the right to sue for present or past infringement of it "Intellectual-property right" includes:

    (I) all rights (whether registered or unregistered) in trade secrets; confidential information; inventions, patents; trademarks, service marks, and trade names; Internet domain name; copyrights; designs; rights of publicity; and mask works;

    (II) any application then pending for an intellectual-property right, including an application for a patent or to register a copyright or trademark;

    (III) any right to file an application for an intellectual-property right; and

    (IV) any right to claim priority for an application for an intellectual-property right

    (j) "Law" means all applicable provisions of a constitution statute, regulation, ordinance, rule, judgement, order, or other obligation, requirement or prohibition having legally binding effect at the relevant time.

    (k) "Liability" means liability in or for breach of contract, misrepresentation restitution, or any other cause of action related to this agreement.

    (l) "Licensed material" means any images, text, recordings, data, motion pictures, video clips, audio clips, advertising banners, links, computer script, subdomains, or other promotional materials associated with the Program and Program Sites that Company makes available to Affiliate on one or more occasions. Licensed material does not include the material on the Program Sites unless Company expressly offers it to Affiliate for the Program.

    (m) "Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization, or government body.

    (n) "Program" means the CDGirls Affiliate Marketing Program.

    (o) "Program Sites" means the sites listed at affiliate.cdgirls.com/sites.html.

    (p)"Promotional link" means any uniform resource locator (URL) placed on an affiliate site that has an affiliate code and links to the Program Sites or any other website related to the Program.

    (q) "Qualified signup" means a signup of a valid referral from Affiliate that (1) does not result in a refund or reversal in the first 24 hours of membership and (2) does not otherwise breach this agreement

    (r) "Spam" or "spawning" means using electronic messaging systems to send unsolicited bulk messages without the consent of the recipients, including (1) instant messaging spam; (2) Usenet newsgroup spare (3) Web search engine spas; (4) spam in blogs; (5) wild spam; (6) online classified ads spare (7) mobile phone messaging spare (8) spam in mobile applications; (9) Internet forum spam; (10) junk fax transmissions; (11) spam on Twitter; (12) spam on Facebook; (13) social networking spun; and (14) file sharing network spam.

    17.24 Usages

    In this agreement, the following usages apply:

    (a) Actions permitted under this agreement may be taken at any time and on one or more occasions in the actor's sole discretion.

    (b) References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.

    (c) References to numbered sections in this agreement also refer to all inducted sections. For example, references to section 6 also refer to 6.1, 6.1(a), etc.

    (d) In computing any period of time under this agreement, the day of the act, event or default from which the designated period of time begins to ran will be included, unless it is a Saturday, Sunday, or legal holiday. In that case, the period will begin to run on the our day that is not a Saturday, Sunday, or legal holiday, and the period will run until the end of the next day afterwards that is not a Saturday, Sunday, or legal holiday.

    (e) In computing periods from a specified date to a later specified date, the words "from" and "commencing on" (and the like) mean "from and including," and the words "to," "until," and "ending on" (and the like) mean "to but excluding."

    (f) References to a governmental or quasi-governmental agency, authority, m instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.

    (g) "A or B" means "A or B or both." "A, B, or C' means "one or more of A, B, and C." The same construction applies to longer strings.

    (h) "Including" means "including but not limited to."

    (i) "$" means United States Dollars.

    (j) Game's Modem American Usage (3d ed. 2009) applies to interpret usage, grammar, and syntax not otherwise addressed by this section.

    Conclusion of Agreement


    __AUTHORIZED RWJSCANS/CDGIRLS REP_______________________________________________




    __PARTNER / AFFILIATE______________________________________________________________

if you wish to have a signed copy of this agreement please print out and sign then email to [email protected] we will then sign and return to you a copy with our signiture. A signed copy of this agreement is not neccessary by applying to our program both parties agree to this contract through the Electronic Signatures in Global and International Commerce act (ESGICA),