MEDLEY AFFILIATE NETWORK AGREEMENT

Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:

1. "Action" means an order, sign-up or other action resulting in a Commission, as more thoroughly defined in the Program Rules (which may vary by FFN Site).
2. "Advertising Assets" mean banners, buttons, graphics, html or source code, or similar material provided by an FFN Entity.
3. "Chargeback" means the return of any funds to a person initiated by a financial institution or service including, but not limited to, a chargeback or reversal.
4. "Credit" means the return of any funds to a person including, but not limited to, an adjustment, credit, refund or return.
5. "PID" and/or "GPID" (e.g., g12345, p12345) means the unique identifying number associated with a specific Affiliate or Account.
6. "Special Link" means a URL that uses, alone or in combination with Advertising Assets, your authorized PID or GPID and otherwise complies with any formatting guidelines specified by Medley.

In order to participate in the Affiliate Program, you will be required to create an account with us ("Account").

In creating your Account, you certify that all information you provide is complete and accurate. You agree to update such information when required or requested, and you further agree not to use another person's account without permission. You are responsible for maintaining the confidentiality of, and restricting access to, your Account and password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to notify us immediately of any breach of security or unauthorized use of your Account. We shall not be liable for any losses, damages, liabilities or expenses caused by any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use. If you are establishing an Account on behalf of a company or other entity, the term "you" includes both you as an individual as well as such company or other entity. You represent and warrant that (a) you have the authority and capacity to enter into this Agreement, (b) you are a business and not a consumer, and (c) if you are entering into this Agreement on behalf of a company or entity, (i) you have the authority to bind such company or entity, and (ii) such company or entity has authorized you to accept this Agreement on its behalf.

Affiliate represents and warrants that it owns and/or operates the Affiliate Site and desires to place Advertising Assets on the Affiliate Site subject to the terms of this Agreement. Medley makes Advertising Assets available to promote the services of one or more of the FFN Site. Advertising Assets are provided to an individual FFN Site (e.g., banners.adultfriendfinder.com, banners.penthouse.com). Such Advertising Assets may contain logos, trademarks, service marks and/or identifying words for the FFN Entities, FFN Site and their products and services ("FFN Services"). You are granted a non-exclusive, non-transferable and revocable license to display these Advertising Assets throughout the Affiliate Site, subject to the terms and conditions of this Agreement and Medley's policies and procedures. You may not alter, change, add to, or otherwise modify any Advertising Asset provided by us. This Agreement does not authorize the use of any Advertising Assets for any off-line or non-Internet (i.e., print) advertising or in the use of email marketing or other similar solicitations.

You will be solely responsible and liable for the development, operation, maintenance and all materials and content that appears on the Affiliate Site. You shall operate and maintain the Affiliate Site in accordance with all applicable laws, rules and regulations. We reserve the right to monitor the Affiliate Site to determine if you are in compliance with this Agreement.

As an Affiliate, you may participate in multiple Programs Types and be subject to one or more Commission rate schedules ("Schedules"). A current list of Programs Types and Schedules are posted on the applicable FFN Site. Your participation in a specific Program Types may require you to meet minimum thresholds based upon various factors including, but not limited to, the duration, fees paid, conversion ratio, etc. Commissions may be modified for, or excluded from, certain trial, promotional and similar offers. The prices charged to customers of any FFN Site are subject to change at any time. You may not include price information on the Affiliate Site related to any product or service provided by any FFN Entity or FFN Site. We will use reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or service that we offer.

Special Links permit accurate tracking, reporting, and accrual of your Commission. You may only earn a Commission with respect to activity on the FFN Site occurring directly through Special Links. Special Links may be used alone or in combination with Advertising Assets. We will have no obligation to pay you a Commission if you fail to properly format the links as Special Links, including to the extent that such failure may result in any reduction of Commission fee amounts that would otherwise be paid to you under this Agreement.

Each FFN Site uses commercially accepted methods and practices, which may include session cookies, to track a person's activities while on the FFN Site. (To learn more about cookies, see http://en.wikipedia.org/wiki/HTTP_cookie.) Such methods and practices are designed to determine when an Action occurs. Unless otherwise expressly provided in the Program Rules for the Program Type, in order for a Commission to be earned, a person referred from the Affiliate Site to an FFN Site must be tracked by such FFN Site from the time the Special Link to the FFN Site is activated (i.e., "clicked") until the person completes the member registration process and creates an account with such FFN Site. We will not be liable to you or any other person for any Commissions or other amounts if we are unable to determine that an Action has occurred, whether due to a visitor's or member's browser settings, lack of PID or GPID, antivirus software or otherwise. For purposes of illustration only, when cookies are used, the cookies are generally set to expire when a person using an FFN Site terminates his or her browser session. If the cookie session expires before the creation of an account on such FFN Site, you will not earn and will not be entitled to receive a Commission based upon any subsequent Actions taken by such person. If a person completes the member registration process and creates an account on one FFN Site, you only receive a Commission for such person's subsequent Actions on the same FFN Site, and not any other FFN Site. For purposes of illustration only, if (a) a visitor is directed and comes to an FFN Site from a Special Link on Site A, but does not complete the member registration process and create an account and then later returns to the FFN Site from a Special Link from Site B and creates an account, no Commission is earned by or payable to Site A; or (b) if a visitor is directed and comes to an FFN Site from Site A, but does not complete the membership registration process and create an account and later returns to the FFN Site or another FFN Site and creates an account, no Commission is earned by or payable to Site A.

Medley takes commercially reasonable steps to provide you with online access to track and review (a) Actions resulting in Commissions taken by members directed to the FFN Site by the Affiliate Site, (b) Commissions accrued, and (c) certain other information using Medley's online reporting tools on a password-protected webpage (the "Reports Page"). The Reports Page is usually updated on a daily basis but is not in "real-time" and is subject to final reconciliation, taking into consideration non-completed transactions, Chargebacks, Credits and other potential charges. The form, content and frequency of the Reports Page remain subject to change.

Not all paid products or services appearing on a given FFN Site entitle you to a Commission. Any FFN Entity may refuse to permit any person to establish an Account for any reason and may reject any Action that does not meet the FFN Entity's requirements or policies and procedures in effect from time to time. For purposes of illustration only, an FFN Entity may reject an order for goods or services based upon a credit card with insufficient funds. You shall not earn or be entitled to receive any Commission (a) attributable to any revenue collected by us arising out of any tax, royalty and/or duty that we, or those acting on our behalf, collect from any person using an FFN Site, (b) paid by us for any SMS, merchant processing or similar fees or (c) results in Chargebacks or Credits.

Medley's current policy is to issue any Commission payments earned and owing in accordance with the Program Rules for the Program Type within approximately thirty (30) days following the end of the calendar month when the Commission was earned. All Commission are payable in U.S. Dollars. To the extent we receive non-U.S. Dollar currency for Actions, such currency will be converted into U.S. Dollars in accordance with Medley's exchange rate policies and procedures.

If the amount accrued to you for any payment of Commissions is less than the minimum amount established by us (the "Commission Payment Floor"), we will hold such payment until the payment period after the total amount accrued is at least equal to the Commission Payment Floor. The Commission Payment Floor is currently $50.00 and subject to change at any time or from time to time in our sole discretion. We will use commercially reasonable efforts to notify you of any such change in the Commission Payment Floor via email, posting a revised version of this Agreement, posting on the FFN Site, or via other methods. If you have not earned or accrued referral fees in at least the amount of the Commission Payment Floor in the six (6) months prior to any given monthly payment period, or if your Account is suspended as provided herein, we reserve the right, in our sole discretion without notice to you, and without waiver by us, to charge you an Account maintenance fee in an amount up to $500 per six (6) month period. The account maintenance fee charged may be deducted and offset against any unpaid Commissions.

If a Commission is paid or owed and a subsequent Chargeback or Credit occurs, Medley may, in addition to any other remedies, terminate this Agreement for cause and/or setoff the amount of the Chargeback or Credit and any related fees from any subsequent payments owing to you. If there is no subsequent payment due, Medley will send you an invoice for the amount of the setoff amount, and you agree to pay such invoice no later than thirty (30) days following receipt.

In the event that a check issued to you is voided and reissued, Medley reserves the right to charge you a service fee. Medley also reserves the right to void any check that has not been negotiated within six (6) months following the date of its issuance.

Upon enrollment and completion of your Account as an Affiliate, you will be required to complete and submit certain KYC and tax documents, e.g., IRS Form W-8, W-9, Identification Documents, Business Records, etc. (the "Required Documentation"). Medley may withhold all Commission payments owing to you until such time as you submit the completed Required Documentation. During the period between when you enroll as an Affiliate and create and Account, and the time you submit the Required Documentation, you may provide Special Links to the FFN Site from the Affiliate Site, Commissions will begin to accrue, and you may have access to the Reports Page. If you fail to submit the Required Documentation within sixty (60) days of your enrollment and establishment of an Account, Medley may suspend your Account until such time as you submit the Required Documentation or, alternatively, Medley may terminate this Agreement immediately and any Commissions accrued shall be forfeited.

The FFN Entities are solely responsible for processing and fulfilling all orders for customers of the FFN Site, including but not limited to, order entry, payment processing, shipping, cancellations, creditbacks, returns and related customer service. Visitors and members of the FFN Site will be considered customers of the applicable FFN Entities for all purposes, and all FFN Site terms, policies, rules and procedures will govern the customer relationship between the FFN Entities and such customers. As between the parties, the FFN Entities own any information pertaining to any person or customer who accesses any FFN Site.

The applicable FFN Entity grants you a non-exclusive, non-transferable, revocable and limited license to use the logos, trade names, trademarks, service marks, and similar identifying material specified by such FFN Entity on the applicable FFN Site or in such FFN Entity's Program Rules ("FFN Marks") solely for the purpose of advertising the FFN Services through the use of Advertising Assets in accordance with Section 3, subject to and in accordance with the terms of this Agreement. Without limiting the foregoing, you hereby agree:

1. to refrain from purchasing, bidding on, or otherwise obtaining or using keywords incorporating or otherwise based upon the FFN Marks on search engines (e.g., google.com, yahoo.com, bing.com);
2. to not use or place the FFN Marks on or with any items that are injurious to end-users or their property, including but not limited to, items that could give rise to a claim for a breach of an express or implied warranty or product liability, or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful or tortious;
3. to use the FFN Marks e