The following is an offer to You, the Webmaster, to participate in the CathyCash Partnership Program.  You shall be subject to all the terms, conditions, limitations, and waivers as provided herein. You hereby acknowledge and agree that by participating in the CathyCash Partnership Program, You will be bound by all the terms and conditions in this Agreement.

1)       The CathyCash Partnership Program.  

Subject to the terms and conditions set forth in this Agreement by CathyCash.com, we grant to You, the Webmaster, the following:

a)      The nonexclusive right to direct, refer, or send visitors or users of Your Website to any and all websites owned, operated, or controlled by CathyCash.com.

b)      A limited nonexclusive, nontransferable, and revocable license to access and download promotional banners and other promotional materials created by CathyCash.com for use on Your Website, for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by You, as Webmaster.  However, this license shall automatically and immediately cease upon the termination of this Agreement.

2)       Guarantee by You, the Webmaster, To CathyCash.com  

In consideration for CathyCash.com providing You with CathyCash Partnership Program benefits, You, as Webmaster, agree and guarantee the following:

a)      That You, the Webmaster, will at no time while participating in the CathyCash Partnership Program, or while using any materials provided to You by CathyCash.com, directly or indirectly display or include on Your Website, any banners or advertising links of any kind which promote any CathyCash.com sites, other than those banners or ad links which have been pre-approved by CathyCash.com in compliance with this Agreement, and those banners or ad links that advertise CathyCash.com or other sites, companies, products or other wide area network addresses, which CathyCash.com may designate.

b)      That You, the Webmaster, will NOT use any form of mass, unsolicited electronic mail solicitations, news group postings, IRC postings, or any other form of "spamming" as a means of promoting Your Website, or for the purpose of directing or referring users to any websites owned, operated or controlled by You. You further acknowledge and agree that CathyCash.com has the right to immediately, and without notice, terminate your participation in the CathyCash Partnership Program if CathyCash.com , in our sole and exclusive discretion, concludes that you have engaged in the use of any form of mass, unsolicited electronic mail solicitations, news group postings, password selling or trading, IRC posting or any other form of "spamming".

c)      That You, the Webmaster, will not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, or disseminate any banners or other promotional or advertising materials provided to You, as Webmaster, by CathyCash.com pursuant to this Agreement and the CathyCash Partnership Program, in whole or in part, in any manner, at any time anywhere in the World except as authorized by CathyCash.com in writing.

d)      That You, the Webmaster, will not, directly or indirectly, link any of the following content or material to any CathyCash.com website through any hyperlinks maintained or created on Your Website:

- Obscene material, including without limitation any material depicting bestiality, rape or torture.

- Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;

- Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;

- Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.;

- Any material which constitutes child pornography or any matter which involves depictions of nudity or sexuality by a performer who does not appear to be of the appropriate age (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be, a person under eighteen (18) years of age by virtue of the script, make-up, demeanor, costuming, setting, etc, of such material;

- Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

- Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights, such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or any other rights; or

- Any program, file, data stream, or other material which contains viruses, worms, "Trojan Horses," or any other destructive feature, regardless of whether or not damage is intended, which may cause damage to any computer equipment, loss or corruption of data or programs, or inconvenience to any person.

e)      That all materials of every kind, including, but not limited to, photographic, video- graphic, audio and textual materials used in direct or indirect association with materials provided through the CathyCash Partnership Program, shall only be transmitted, broadcasted and otherwise distributed by You, as Webmaster, to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so distributed.

f)       That You, the Webmaster, shall remain a participant of the CathyCash Partnership Program unless You terminate your participation in the program by notifying us at CathyCash.com  by E-mail , of Your intent to terminate; or Your participation in the CathyCash Partnership Program is terminated by CathyCash.com   for any reason; or the CathyCash Partnership Program itself is terminated for any reason.

g)      That You, the Webmaster, will remain a CathyCash Partnership Program participant in good standing at all times in which You are receiving benefits or are otherwise participating in the CathyCash Partnership Program.

h)      That You, the Webmaster, shall cease to be a CathyCash Partnership Program participant in good standing and shall be subject to immediate termination of all Benefits without prior notice if You fail to perform under, or breach, any part of this Agreement.

i)        That if Your participation in the CathyCash Partnership Program is terminated for any reason, You cease to be a CathyCash Partnership Program participant in good standing, You change Your Website's URL, or You cease to offer services on the Internet, You shall immediately and permanently cease all use of any and all materials provided to You by CathyCash.com  through the CathyCash Partnership Program and you shall remove all files containing materials provided to You pursuant to the CathyCash Partnership Program from your website.

j)        That You, the Webmaster, are a person over the age of eighteen (18) years.

k)     That You, the Webmaster, are the person who owns, or is otherwise entitled, to contract on behalf of the entity which owns the rights to Your Website.

l)    That upon termination of this Agreement You, the Webmaster, will immediately cease using CathyCash.com marks and remove any materials supplied to you or which refer to CathyCash.com, including, but not limited to, any banner ads, from Your Website.

m)      That all of Your warranties, indemnities and obligations, as Webmaster, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

3)       Limitations on Webmasters in Connection with Participation In
     The CathyCash Partnership Program.  

You, the Webmaster, acknowledge and agree that Your participation in, and benefits from, the CathyCash Partnership Program are subject to the following limitations:

a)      Only persons over the age of eighteen (18) years may participate in the CathyCash Partnership Program.

b)      CathyCash.com shall at all times have the right, in its sole and exclusive discretion, to terminate the CathyCash Partnership Program and any and all benefits relating to Your participation in the CathyCash Partnership Program at any time, and may do so with or without prior notice or cause.

c)      CathyCash.com , in its sole and exclusive discretion, shall have the right at any time to change or modify the CathyCash Partnership Program. If at any time CathyCash.com changes the CathyCash Partnership Program, You shall have the right to withdraw and terminate Your participation in the CathyCash Partnership Program.

d)      CathyCash.com has the right to terminate Your participation and any other person's participation in the CathyCash Partnership Program at any time, and may do so with or without prior notice or cause.

e)      CathyCash Partnership Program Benefits are not transferable by You and may only be used by You in association with Your Website, while You are participating in the CathyCash Partnership Program and remain a Participant in good standing.

f)       All of CathyCash Partnership Program materials, including, but not limited to, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You as part of this CathyCash Partnership Program, shall remain the property of CathyCash.com and may not be copied, reproduced, altered, modified, changed, broadcast, transmitted, distributed, sold, or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by CathyCash.com in writing.

g)      CathyCash.com does not accept responsibility for traffic loss due to server complications.

4)       CathyCash Partnership Program Benefits.  

For each person who becomes a subscriber to a website owned, controlled, or operated by CathyCash.com , and who has been tracked and verified as a "referral" from Your Website to a CathyCash.com website, you will receive a "referral fee" according to the following terms and conditions:

a)      A "referral" from Your Website, which entitles You to a "referral fee," shall be defined as follows:

- Any person who has been directed to an authorized website owned, controlled, or operated by CathyCash.com through the use of a hypertext transfer link residing on Your Website, which is in the form of a banner ad or other promotional link that automatically connects any person who clicks on said banner ad or other promotional link to an CathyCash.com website.  Furthermore, said banner ads and/ or other promotional links used, must have been supplied to You as part of the CathyCash Partnership Program; and

- Any person, who after having been directed to an authorized CathyCash.com website through the use of the hyperlink banner ad or other promotional link supplied to You and residing on Your Website, has been converted into a subscriber of CathyCash.com site.

b)      You, the Webmaster, acknowledge and agree that You shall not be entitled to a commission or referral fee for any CathyCash.com subscriber who you sent or referred to a CathyCash.com website in violation of the terms of this Agreement.

c)      You, the Webmaster, also acknowledge and agree that You shall not be entitled to a commission or referral fee from CathyCash.com for any subscription, which CathyCash.com, in its sole and exclusive discretion determines, is the result of possible fraudulent activity. You further acknowledge and agree that CathyCash.com shall have the right, in its sole and exclusive discretion, and at any time, to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include, but not be limited to, the following circumstances or activities:

- Where the subscriber has used, or attempts to use, a credit card number which is in a negative data base;

- Where there are multiple subscriptions from a single IP address within a short period of time;

- Where there are sequential or multiple subscriptions under different names or variations of the same name, using the same credit card number, or sequential names or patterns of names, using different credit card numbers;

- Where there is a pattern of "bursting subscriptions" characterized by numerous subscriptions from a website in a relatively short time span (the "bursting period"), where there has been a history of few subscriptions from that website before, or after the bursting period.

- Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;

- Where there have been sequential or multiple attempts to register or subscribe from a credit card, using the same bin number and sequential or multiple number strings to complete the credit card number.

d)      You, the Webmaster, acknowledge and agree that CathyCash.com shall have the right to deny or withhold payment from You and terminate You and Your Website from the CathyCash Partnership Program if there has been an abnormal number of charge backs or cancellations of memberships or subscriptions, which have been referred to CathyCash.com through Your Website. You further acknowledge and agree that CathyCash.com shall have the right, in its sole and exclusive discretion, to determine what constitutes an abnormal number of charge backs or cancellations of memberships or subscriptions.

e)      All commissions and referral fees due and payable hereunder shall be payable in United States currency and shall survive termination of this Agreement.

f)       CathyCash.com reserves the right, in its sole and exclusive discretion, and at any time, to alter or modify the CathyCash Partnership Program. Upon notice of any change in benefits under the CathyCash Partnership Program, You shall have the right to withdraw or terminate Your participation in the CathyCash Partnership Program.

5)       No Joint Or Collaborative Venture; No Monitoring Or Control Of
     Your Content By CathyCash.com.  

Nothing in this Agreement is intended by CathyCash.com  or You, as the Webmaster of Your Website, to create or constitute a joint or collaborative venture or partnership of any kind between You, and/or Your Website, and CathyCash.com, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You, and/or Your Website, and CathyCash.com, its employees, agents, successors, or assigns.

a)      You, the Webmaster, acknowledge and agree that CathyCash.com shall have no control or ownership interests of any kind in Your business or Your Website.

b)      You, the Webmaster, acknowledge and agree that neither You nor Your Website shall have any financial or other interest in CathyCash.com or any property owned by, its affiliates, agents, successors, or assigns.

c)      You, the Webmaster, acknowledge and agree that Your relationship with CathyCash.com shall be restricted to matters pertaining to the CathyCash Partnership Program exclusively, and shall be governed entirely by the terms and conditions of this Agreement.

d)      You, the Webmaster, acknowledge and agree that CathyCash.com has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at, or in association with Your Website, except as specifically set forth in this Agreement.

e)      You, the Webmaster, further acknowledge and agree that neither CathyCash.com nor any employee, associate, agent, assign or successor of CathyCash.com shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of, the content appearing or otherwise distributed on, at, or in association with Your Website, and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Your Website.

6)       No Guarantees Or Warranties Of Any Kind.  

You, the Webmaster, acknowledge and agree that CathyCash.com makes no guaranties or warranties of any kind with respect to the CathyCash Partnership Program or materials provided by, through or in association with, the CathyCash Partnership Program, and all materials are provided to you "as is", and any use of CathyCash Partnership Program and any associated materials, is solely at Your own risk, as Webmaster for Your Website. CathyCash.com disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the CathyCash Partnership Program and any and all materials of every kind supplied to You as part of this CathyCash Partnership Program.

7)       CathyCash.com Limited Liability and Liquidated Damages.  

a)      You, the Webmaster, acknowledge and agree that under no circumstances shall CathyCash.com , its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) with regard to any link to any CathyCash.com website, or arising from, or in connection with, the use of the CathyCash Partnership Program materials, or due to any mistakes, omissions, delays, errors, or interruptions in the transmission or receipt of CathyCash.com services, content or CathyCash Partnership Program materials, including, but not limited to, any losses due to server problems or due to incorrect placement of any HTML coding.

b)      Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should CathyCash.com, its officers, employees, successors, or assigns be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in the CathyCash partnership Program, that the total dollar amount of liquidated damages for any and all of Your claims, injuries, damages or losses shall not exceed a total amount of ten dollars ($10.00).

8)       No Representations Of Success Or Profitability.  

a)      You, the Webmaster, hereby confirm and acknowledge that You have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither CathyCash.com, nor any agent or representative of CathyCash.com, nor any other person has, at any time in the past, represented to You, as Webmaster, or otherwise directly or indirectly communicated in any manner to You, any guarantee, reassurance or any other communication of any kind regarding the potential profitability or likelihood of success of Your participation in the CathyCash Partnership Program as set forth in this Agreement or otherwise.  There is no possibility or likelihood that use of any products and/or services provided pursuant to this Agreement can or will result in the refunding of any funds expended by You for the promotion of Your Website or for any other purpose.  CathyCash.com makes no representations as to the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the CathyCash Partnership Program pursuant to this Agreement.

b)   You, the Webmaster, expressly acknowledge and agree that the success of any of Your business endeavors which involve Your participation in the CathyCash Partnership Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Your administrative capabilities, etc., and that the ultimate success or failure of Your business rests with You and not CathyCash.com. You further expressly agree not to raise any claim of any kind against CathyCash.com with regard to the CathyCash Partnership Program and You agree to hold CathyCash.com harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the CathyCash Partnership Program pursuant to this Agreement.

9)       No Monitoring Or Supervision Shall Be Provided By CathyCash.com  

CathyCash.com shall not monitor, supervise, review, or be responsible for any content appearing or otherwise distributed on, at, or in association with Your Website except for that content which is supplied to You, the Webmaster, by CathyCash.com , provided that said content has not be altered or modified by You or any other party.

10)       Length And Termination Of Agreement.  

You, the Webmaster, acknowledge and agree that this Agreement is at will, and this Agreement and/or the CathyCash Partnership Program may be terminated, in the sole and exclusive discretion of CathyCash.com, at any time, without any advance notice, and for whatever reason. In the event that this Agreement is terminated, You shall be entitled to all unpaid commissions or referral fees earned by You prior to the date and hour of termination. However, You shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.

11)       Entire Agreement; Modification; Assignment.  

This Agreement constitutes the entire agreement between You, the Webmaster, and CathyCash.com with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

a)      You, the Webmaster, acknowledge and agree that CathyCash.com may, from time to time and in its sole and exclusive discretion, modify the terms and conditions and the type and quality of benefits provided to You hereunder, at any time upon e-mail notice to You or by a posting at a CathyCash.com information web address location.

b)      You, the Webmaster, acknowledge and agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and duly signed by an authorized representative of CathyCash.com .

c)      You, the Webmaster, acknowledge and agree that no officer, employee or representative of You, Your Website, or CathyCash.com has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof, which is not contained expressly in this Agreement.  Furthermore, You acknowledge and agree that You have not executed this Agreement in reliance upon any such representation or promise.

d)      You, the Webmaster, acknowledge and agree that the failure of CathyCash.com to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision's or the exercise of any other right hereunder.

e)      You, the Webmaster, acknowledge and agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they, nor any benefits hereunder, may be assigned by You to any other person or entity.

f)       You, the Webmaster, acknowledge and agree that CathyCash.com may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.

12)       Arbitration; Choice of Law.  

Any and all disputes as to the interpretation of, or any performance under, this Agreement that are not first resolved informally, shall be determined by binding arbitration in California in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry of a judgment by any court of competent jurisdiction within California, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States. This Agreement is executed in California and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of California and the United States when applicable.

13)       All Provisions Of This Agreement Not Deemed Unenforceable
       Shall Survive Any Unenforceable Provisions.  

In case any of the provisions contained in this Agreement shall, for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision's had never been included. The invalidity or unenforceability of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision.

14)       This Agreement Shall Be Deemed To Be Mutually Drafted.  

For purposes of construction of this Agreement, both You, the Webmaster, and CathyCash.com, shall be deemed to have mutually drafted this Agreement and every provision thereof.

15)       Reviews By Your Attorney.  

CathyCash.com strongly advises that You, the Webmaster, review this Agreement with Your attorney before You, or Your Website, enter into it. You acknowledge and agree that nothing herein and no statement by CathyCash.com or any employee, representative, agent or other person associated with CathyCash.com, has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair, that all terms have been fully disclosed in writing, and You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.

16)       Acceptances And Execution Of This Agreement.  

By signing up to the CathyCash Partnership Program, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement herein.