This Agreement contains the complete terms and conditions that apply to your participation as a member of the Matrix Cash Program (the Program). As used in this Agreement, you or your means the applicant/participating member. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CHECKING THE I AGREE BOX AT THE END OF THIS DOCUMENT YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF. FURTHERMORE, BY FILLING OUT AND SUBMITTING THE SIGN UP/JOIN FORM AVAILABLE ON COMPANY WEB SITE YOU ALSO STATE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.

1. Enrollment in this Program.
To begin the enrollment process, you will submit a completed application through our website http://www.matrix-cash.com We will evaluate your application in good faith and will notify you of your acceptance or rejection. We will reject your application if we determine that you have provided inaccurate or incomplete signup information, determine that you are under 18 years of age (21 in some jurisdictions) or determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, Content Restrictions). Again, you must be at least eighteen (18) years of age (or older if legal age of majority is more than 18) to participate in this Program. Not withstanding the above guidelines we retain the right to reject your application for any reason, with or without cause.

2. Utilizing Links on Your Site.
As an affiliate website of COMPANY (Affiliate Site), you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the Links), however, you cannot employ deceptive language or misleading URLs in the Links, and you cannot market by sending unsolicited bulk e-mails (aka UBE). (As used herein, UBE, or Spam refers to the transmission of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in program or sent absent a prior business relationship with the recipient). Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. (For further guidelines on this topic, please see Section 4, below.) Allowable promotional links may contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

3. Payout.
We will pay you commissions for all valid, as defined in this Agreement, confirmed membership sign-ups ("sign-ups") that you send us, as follows:
For sign-ups under the Pay Per Sign-up program you will receive $30 for every sign-up (including $1 trials) to any of our sites enrolled in the Pay Per Sign-up program.
For sign-ups under the Revshare program you will receive 50% of all income from trial sign-ups, rebills and recurring rebills for as long as the surfer remains a member of our sites. We will pay the processor fees from our share so as example on $39,95 sign-up will earn you $19.97 + 50% of possible rebills.
A qualified signup is a signup of a valid referral that does not result in a refund or reversal in the first 24 hours of membership and is not in violation of the terms of this agreement.
For the Referrer program you will receive 5% of all income made by webmasters referred by you.

English-only sign-up requirements.

We monitor the profitability of all accounts. If an account is found to be grossly unprofitable we retain the right to withhold payment, change the "signup" commission rate, change the "Pay Per Signup" program to Revshare program or close the account.

The Commission Rate is subject to change from time to time, upon e-mail notice to you. Note that a commission will only be paid if the visitor to our site can be tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor's payment to our site cannot be tracked directly to your site by our system or if full payment for services is not made to us by the customer. Sales generated via exit consoles that offer discounted membership rates to surfers will automatically be paid via the revenue sharing option, regardless of the payment option you chose during signup. No commission will be paid for signups by you or anyone within your organization.

Matrix Cash reserves the right to adjust Affiliate payouts based on lower than average profit performance from referred sales.

4. Mandatory Conversion Ratios or Chargebacks.
Affiliates who have chargebacks of two (2%) percent or greater, or credit backs ("refunds") of five (5%) percent or greater may be terminated from the Program. Credit back is defined as customers who cancel their memberships and receive a credit. Chargeback is defined as a refund of payment for customers after the credit card has been processed. We reserve the right to terminate you, with payment for amounts due you prior to termination (provided you have complied with the terms of this Agreement) if your trial referrals do not convert to full membership in ratios that are acceptable to us. Similarly, we do not pass on to you the substantial cost we must incur for "chargebacks" or "credit backs". We will apply, as financially necessary, an imputed deduction from commissions or referral fees due you for traffic that you send us that does not visit our site(s) after sign-up, obtains a credit or chargeback without basis, or does not subscribe to a trial membership with a good-faith intention to convert to full membership upon confirmation that the site(s) contain the represented content.

5. Change to Payment Information.
You agree to notify Program of any change in your payment information at least five (5) days before the close of any pay period. No changes to your information are valid until you have received written confirmation from Program.

6. Invalid Subscriptions.
You acknowledge and agree that you shall not be entitled to any compensation from Program for and subscription if Program determines or believes, in Program's sole discretion, that such subscription is the result of possibly fraudulent activity. Following is a list of what Program deems to constitute fraudulent activity:
- Multiple subscriptions coming from the same I.P. address within a short period of time;
- Subscriptions by Webmaster's family;
- Multiple or sequential subscriptions with credit cards which have the same bin number;
- Multiple subscriptions from the same credit card number;
- Subscriptions which are cancelled within twenty-four (24) hours of sign-up;
- Credit card used for subscription is in a "negative" database;
- Credit card with a bin number which is listed in the "negative" database; and
- A sudden surge in subscriptions from any or all of your sites, when such site(s) suddenly has a drastic increase in subscriptions.

You acknowledge and agree that the foregoing list is not an exhaustive list of all conduct which may constitute fraudulent activity, for which you will not be compensated. You further acknowledge and agree that the foregoing list may be changed at any time, as Program may deem necessary. You understand and agree that Program may terminate or suspend your account based upon Program's determination that one or more subscriptions are invalid.

Suspension or Termination
Program reserves the right to either terminate or suspend your status with Program in the event that referrals from your sites are subject to a high rate of Invalid Subscriptions, "chargebacks" or cancellations of accounts. Program further reserves the right to terminate or suspend your account with Program if you have a high rate of fraudulent activity with respect to referrals as such are outlined in the immediately preceding section.

7. Test Joins.
Matrix Cash does not pay for affiliate test joins. We have no problem with you testing your account by joining yourself, but you must notify Matrix Cash by Email PRIOR to the join. Please Email us the site, date and username you like to join with, so we can cancel the join and affiliate payment afterwards. We will not pay on a join we feel is a test join.

8. Termination.
In addition to reasons for termination mentioned previously herein, Program reserves the right to immediately terminate your account with Program, without notice to you, if at any time:
- you purchase or attempt to purchase any of our Site Names as a Google AdWord or any similar advertising device;
- Program has previously terminated you;
- the inclusion of any defamatory, obscene, harassing, or content which is otherwise contrary to law;
- any of your sites making referrals to Program promotes, aids or abets the sale, re-sale or trading of Program passwords;
- participating in any activities that may be harmful to the reputation, image, goodwill and/or reputation of Program and/or the Sites;
- permitting access to or sharing the Promotion Materials to individuals under the Age of Majority;
- attempting to circumvent Program's and/or the Site's age verification pages;
- a Referral Site has references to; photographs or video depicting; promotes; or in any way suggests Program or the Sites contain or endorse: child pornography, incest, scat, coffins, defecation, urination, genital mutilation, sacrilegious, teen modeling, actual or simulated rape, sexual violence, menstruation, obscenity, and/or bestiality;
- any material, date, file(s), program or other material which contains viruses, Trojan Horses or any other destructive script or program on any of your sites promoting the Sites. Program may immediately terminate this Agreement and all monies owed to you by Program will be deemed forfeited by you.

9. Cancellation.
Either party may terminate this Agreement by delivering to the other written notice of cancellation. An email sent by Program to the email address associated with your account shall be deemed adequate notice to you, whether or not you actually read such email.

10. Effect of Termination or Cancellation
Immediately upon termination or cancellation any and all licenses granted to you herein cease and revert to Program. You agree to immediately remove from any and all websites owned, controlled, managed, and/or maintained by you and destroy all copies of the Promotional Items. If at the time of termination or cancellation you manage, own, operate or otherwise control a website which incorporates the Site Names or misspellings thereof, you agree to transfer such websites to the Program within twenty (20) days of termination or cancellation. Upon the request of Program, you agree to mail to Program written confirmation that all Promotional Items have been removed and destroyed. You understand that your failure to comply with this section will result in irreparable harm to the Program and the intended third party beneficiary. Program reserves the right to take any and all legal actions necessary to enforce the provisions of this section against you including, without limitation, monetary damages, injunctions, and actions for specific performance.

11. No Password Sites.
We have the right to immediately, and without notice, terminate your participation in the Program if we, in our sole and exclusive judgement, conclude that you use a illegal PASSWORD SITE to advertise Matrix Cash or any of the programs Matrix Cash offers, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.

12. Banned countries (Traffic)
We are not accepting traffic from these countries anymore: Indonesia, India, Philippines, Thailand, Viet Nam, Bangladesh, Sri Lanka, Nepal, Georgia, Kazakhstan, Cambodia, Azerbaijan, Brunei Darussalam, Armenia, Mongolia, Myanmar, Bhutan, Lao People's Democratic Republic, Macau, South Korea, China, Greenland, Poland, Kuwait, Pakistan, Brazil, Argentina, Colombia, Algeria, Egypt, North Korea, Iraq, Jordan, Morocco, Puerto Rico, Trinidad And Tobago, Costa Rica, Guatemala, Chile, Venezuela, Peru, Ecuador, Netherlands, Iceland, France, Russian Federation, Belgium, Romania, Greece, Hungary, Portugal, Ireland, Czech Republic, Slovakia (slovak Republic), Bulgaria, Croatia, Ukraine

13. Acceptable Use Policy Regarding Bulk E-mailings.
We do allow Webmasters to market websites promoted through this Program through the transmission of bulk e-mails, however, it is extremely important that any such mass e-mailings by you conform to our policies. Moreover, you need to be aware of the fact that many service providers, such as America Online, Inc. (AOL), have their own standards and policies when it comes to mass mailings to their members. By way of example, please familiarize yourself with AOL's policy, as most mass mailings will reach at least some, and potentially many, AOL members (e.g., --------@aol.com) http://www.aol.com/info/bulkemail.html. The marketing of websites promoted by this Program is strictly prohibited if done through the transmission of unsolicited bulk email. In other words, you must have a prior business relationship with the e-mail recipient, including but not limited to having obtained their e-mail address through a verifiable opt-in procedure. We strongly encourage you to maintain electronic records of the manner in which you obtain e-mail addresses for use in mailings. This is because, if we receive a complaint from a person who received a promotional e-mailing from you, you will need to demonstrate to us that such person did not receive unsolicited bulk e-mail from you. We also strictly prohibit you from transmitting e-mail that makes use of or contains invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing (counterfeit e-mail). Do NOT do this. We also strictly prohibit you from transmitting e-mail that is relayed from any third party's mail servers without the permission of that third party, or which employs similar techniques to hide or obscure the source of the e-mail. Do NOT do this. The transmission of unsolicited bulk e-mail, including the transmission of counterfeit e-mail, may result in civil and criminal penalties against the sender under applicable federal and/or state law. We do NOT authorize the harvesting or collection of screen names from any ISP service (for example, AOL) for the purpose of sending unsolicited e-mail, and will terminate without pay any webmaster determined to have transmitted bulk emails advertising any websites marketed through this Program to lists gathered by such methods. Should we determine, in our sole discretion that you have violated this AUP, be assured that you will be terminated immediately, will be ineligible to sign up for another account, will not be paid for any traffic or subscriptions generated prior to the date of termination; and your registration information may be turned over to complaining parties (including AOL).

How to report unsolicited bulk e-mail
If you believe you are the recipient of unsolicited bulk e-mail from a person or company advertising websites under this Program, please follow this procedure: Please send your UBE complaint to COMPANY. Please include your name, address, telephone number and any information you may have about the identity of the person or entity that sent the UBE to you. You may be able to collect information about the sender from the e-mail itself, for instance, by examining the e-mails header, by examining the webpage or by running a whois query against the webpage domain.

14. No cheat Policy.
We honor the spirit as well as the specific terms of the Program and we expect the same of you. If you violate the intent of any of the terms of this Agreement, your account will be terminated immediately without any prior notice. We will not pay you commissions or bonuses procured by actions that violate the express or implied terms of this Agreement.

15. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site(s) of a change notice of a new agreement, shall be sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. All such modifications shall take effect 48 hours after we serve notice, as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, after our posting of a change notice or new agreement on our site, shall constitute binding acceptance of the change.

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

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

18. Limitation of Liability
We will not be liable nor our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, affiliates, members, and other owners, will be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement or One Hundred ($100.00) Dollars, whichever is less. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

19. No Monitoring or Supervision Provided By Us.
We have no obligation to monitor, supervise or review content appearing or otherwise distributed on, at or in association with your website. You assume the full and sole responsibility and liability for the decision to display or include content on your website, to distribute or make the content available to the viewers of your website in various geographical areas, and for all decisions relating to the manner in which you permit or restrict access to your website.

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

21. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed(accepted) and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the: (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or Internet service provider provide us with notice that you have engaged in transmission of unsolicited bulk e-mails, or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities, including disclosure of your account information in connection therewith.

22. Indemnification.
You hereby agree to indemnify, defend and hold us, our shareholders, officers, directors, employees, agents, affiliates, successors and assigns harmless, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) any claim or threatened claim that your use of any Trademark(s) (other than Trademark(s) you obtain from us pursuant to this Agreement) infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site(s) or your promotional activity.

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

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

BY APPLYING TO BE AN AFFILIATE IN THE PROGRAM, YOU ARE: 1) STATING AND REPRESENTING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN; AND 2) AFFIRMATIVELY INDICATING THAT YOU AGREE TO EACH AND EVERY TERM OF THE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THESE TERMS.
Any additional questions or comments please contact support@matrix-cash.com