1. SIGN-UP, COMMISSIONS, PAYMENT

1.1  The method by which Visitors shall be directed to our Promoted Sites is known as an Internet "hypertext transfer" link. We create the Link used in your Marketing Method(s) and maintain control over how it is used. Information in this Link will be used to associate Visitor activity on our Promoted Sites to your account.

1.2  Upon submitting your application, you will receive an e-mail confirmation of your registration. This communication will include all required account information to log-into your affiliate account to obtain your referral URL. You must use the URL provided to you in order to receive credit to your account. "Blind links" or any other falsification of banner hits shall be cause for denial of payment and immediate termination of these Terms, and may result in legal action. We may reject your application if we determine, in our sole discretion, that your Marketing Method(s) are unsuitable for the Program.

Unsuitable Marketing Method(s) for our and our networked websites include, but are not limited to, those that contain, allude to, insinuate, or include links to or metatags referring to, materials that:

• i) NudistHits.com, in its sole discretion, considers to promote violence, terrorism or terrorist-related activities, sedition or similar activities;
• ii) NudistHits.com, in its sole discretion, considers to promote illegal activities;
• iii) is not fully in compliance with 18 U.S.C. § 2257 and its associated regulations;
• iv) violates intellectual property rights by using copyright or trademarked material without the copyright or trademark owner’s express permission;
• v) violates intellectual property rights through variations or misspellings of domain names;
• vi) NudistHits.com, in its sole discretion, considers obscene including, without limitation, materials depicting bestiality, rape, torture, degradation or feces;
• vii) constitutes child pornography, or purports or insinuates that the persons involved in any type of suggestive or sexual situation are under the age of 18;
• viii) NudistHits.com, in its sole discretion, determines to be threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any party;
• ix) NudistHits.com, in its sole discretion, considers to be involved in, promoting, or advocating password trading, hacking or unauthorized file sharing;
• x) include any program, file, data stream or other material containing worms, viruses or any other type of malicious or destructive code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• xi) is sexually explicit in nature or content;
• xii) promote NudistHits.com sites using any type of bulk electronic communication (including, for example but without limitation, e-mail, instant messaging, messages sent via a social networking service), even if such communications are in compliance with bulk communications laws in your jurisdiction.

You should also note that after review of your account application and your Marketing Method(s) are thereafter determined to be unsuitable for the Program, we reserve the right to terminate this Agreement.

1.3  Upon registration you will be asked to enter your email address and password. Please remember it, as you will need it in order to access your account statistics.

1.4  NudistHits.com offers the following Commission options for Transactions:

i) Pay Per Sign-Up: $30 for initial paying sign-up.

ii) 50% Revenue Split: You will be credited with 50% of all sign-up, re-bill, upgrade and DVD order charges. You will also be debited 50% of all refunds and chargebacks that your referred accounts might face.

To preview potential revenue estimates using above programs, please use our commission estimator found on our homepage:
http://www.nudisthits.com/

1.5  We offer Website Operators the opportunity to earn Commissions from the premium and recurring membership sales of referred affiliates. We will credit the parent affiliate with a Commission of 10% of the subsidiary affiliate’s payout. The referral Commission shall only be valid for affiliates that send traffic to one of our Promoted Sites through a valid Link.

Website Operators are prohibited from referring their own accounts or sales. Such self-referrals will be considered a material breach of this Agreement and will result in the termination of all accounts associated with such Website Operator.

1.6  Commissions will be paid out on the 1st of the month. If the 1st of a month fall on a weekend or holiday, Commissions will be paid on the next regular business day. Payment will only be sent if the amount due to the Website Operator reaches a set minimal payout amount. Payments will be deferred until accrued commissions meet these specified minimum amounts.

1.7  Note that a Commission will be paid only if the Visitor to one of our Promoted Sites can be tracked by our Program from the time of the Link to the time of the Transaction. As an example, you will receive no Commission if a Visitor arrives at one of our Promoted Sites via your Marketing Method(s) without subscribing to any services, navigates away from one of our Promoted Sites, and later returns to one of our Promoted Sites, by means other than from your Marketing Method(s), and subscribes for a premium membership.

1.8  No Commission will be paid if the Visitor’s premium membership subscription at our Promoted Sites cannot be tracked directly to your Marketing Method(s) by the Program or if full payment for services is not made to us by the Visitor, including, but not limited to, instances of credit card charge-backs, cancellations and other refunds. No Commission will be paid to you for subscribers who are below the age of majority in their respective jurisdiction, or who reside in a jurisdiction that otherwise prohibits such person’s use of or subscription to our Promoted Sites or the services offered thereon.

1.9  We reserve the right to withhold payment for any campaign for which the number of charge-backs exceeds 1% of the number of sign-ups, or the combined number of charge-backs and refunds exceeds 8% of the number of sign-ups. A refund is defined as a cancellation that results in a partial or full return of the customer’s payment at sign-up. A charge-back is defined as a refund initiated by a customer through his/her bank or credit card company.

1.10  Website Operators are not entitled to a Commission for any Visitor sent or referred to our Promoted Sites in violation of these Terms.

No Commission will be paid for sign-ups by you or anyone within your organization, or for subscribers who we determine, in our sole discretion, were referred by you in violation of this Agreement or otherwise through actual or possible fraudulent activity. Fraudulent activities include, but are not limited to, the following:

• i) visitors using or attempting to use a credit card number listed in a "negative database";
• ii) the use of blind links to generate hits;
• iii) the use of metatag refreshers to generate hits;
• iv) the use of java scripts, applets and other programmatic means to generate hits;
• v) the use of any type of password site to direct traffic to our Promoted Sites;
• vi) multiple subscriptions from a single Internet Protocol (IP) address in a single pay period;
• vii) sequential or multiple subscriptions using a single credit card number;
• vii) patterns of numerous subscriptions from a single website in a short period of time where such website historically has had lower sales;
• ix) sequential or multiple attempts to subscribe using the same credit card "bin number" followed by sequential or multiple number strings used to complete the credit card number; and
• x) subscriptions made using an IP address that matches the IP address used by the Website Operator in establishing an account in the Program.

NudistHits.com reserves the right to terminate this Agreement with any Website Operator if we, in our sole discretion, determine the Website Operator is involved in any type of fraudulent activity.

1.11  Website Operator understands and agrees that NudistHits.com must receive notice within ninety (90) days from the issuance of any Commission of any dispute or question that the Website Operator may have regarding the amount of such Commission or all of Website Operator’s rights with respect to such dispute shall be deemed permanently waived by Website Operator. In the event that NudistHits.com believes that any Commission was paid in excess of the amount due to Website Operator, NudistHits.com shall give notice of overpayment to Website Operator within ninety (90) days of such overpayment.

Website Operators can check their account statistics by accessing the statistics webpage (listed at http://www.nudisthits.com/index.dhtml?nav=summary). Access to this webpage will be provided upon acceptance of this Agreement.

1.12  Website Operator agrees that some, or even most, of the activities on our Promoted Sites will not be considered Transactions if the NudistHits.com exit console has been selected by or is available to the Visitor; therefore, the Website Operator will not receive any Commission for such exit console sales.

2. GRANTS

2.1  We grant Website Operators the non-exclusive, non-transferable license, during the term of this Agreement, to direct Visitors through their Marketing Method(s) to our Promoted Sites.

2.2  We grant Website Operators a limited, non-exclusive, non-transferable license, during the term of this Agreement, to use certain specified graphics, including banners, hyperlinks and other intellectual property rights (collectively, "Marks"), owned by us or licensed to us for the sole purpose of marketing, advertising and promoting our Promoted Sites.The Website Operator may not alter or modify any Marks in any way without prior written permission from NudistHits.com. Any unauthorized changes to any Marks will be a material breach of this Agreement, and will also constitute an infringement of NudistHits.com’s intellectual property rights.

We not mind if some of our material is used on affiliate's referral pages for promotional purposes only; however, initial permission must be given before any of our material is published on your website. In addition to having explicit permission for the use of our material on a per-image basis, there are certain content restrictions in place. Please Contact Us with your proposal and we will work with you to make the best of your referring traffic.

NudistHits.com owns and retains all rights, titles and interests in its Marks. Upon termination of the Website Operator’s participation in the Program or upon the termination of this Agreement, this license shall automatically and immediately cease, and the Website Operator will immediately cease using all Marks.

2.3  The rights granted herein shall be for reasonable, appropriate and lawful uses only. We neither encourage nor condone the misappropriation of celebrity names or images or any trade or service marks for commercial purposes, and we shall not be responsible for such conduct by the Website Operator.

Any Website Operator found to be infringing upon the intellectual rights of another person or entity will be dropped without payment from the Program.

NudistHits.com intends to fully comply with the Digital Millennium Copyright Act ("DMCA"), including the notice and "take down" provisions as applicable, and to benefit from the safe harbors immunizing us from liability to the fullest extent provided by law. In accordance with DMCA, we have adopted a policy of terminating, in appropriate circumstances and in our sole discretion, Website Operators who are deemed to be repeat copyright infringers. We may also in our sole discretion terminate this Agreement with any Website Operator who infringes upon any intellectual property rights of others, whether or not there is any repeat infringement.

3. WEBSITE OPERATOR WARRANTIES, RESPONSIBILITIES, DUTIES

3.1  You, as Website Operator, warrant and represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein, and that you have reached the age of majority (18 years old, or older depending on your jurisdiction). You further represent that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you, and that there are no outstanding orders, judgments, decrees, rules or regulations that would preclude you from entering into this Agreement. You shall indemnify us and our shareholders, directors, officers, employees, successors and assigns against any loss, damage or liability (including reasonable attorneys’ fees) that result from the use of any material not expressly authorized by this Agreement.

3.2  You warrant and represent that all contact and other information you supply us is accurate and up-to-date. You additionally warrant and represent you will keep all contact and other information up-to-date. Failure to provide accurate information, or to update such information, could result in the Website Operator’s Commission payments being held pending investigation, or in the Website Operator being dropped without payment from the Program.

3.3  Your account will be immediately terminated and appropriate legal actions will be taken if you knowingly solicit business from minors, or if you disseminate, broadcast, transmit or distribute Marks and other promotional materials to anyone other than consenting adults that have reached the age of majority in their respective jurisdiction.

3.4  We specifically forbid the use of any material used to attract traffic through the Program that infringes upon the intellectual rights, copyrights or trademarks of another person or entity. The use of such material will result in the Website Operator being dropped without payment from the Program. Further, we reserve the right to fully investigate, either independently or in co-operation with any third party, any violation of this section of these Terms.

3.5  We specifically forbid e-mail marketing of any kind. Note that this prohibition includes marketing that is compliant with federal, state, or other jurisdictional laws (ie: the US CAN-SPAM Act of 2003 ("CAN-SPAM Act") and the FTC’s associated Final Rule regarding adult labeling ("Adult Labeling Rule")).Any such promotional activity will result in the Website Operator being dropped without payment from the Program. Further, we reserve the right to fully investigate, either independently or in co-operation with any third party, any violation of this section of these Terms.

Notices to NudistHits.com regarding violations of this policy may be given by electronic messages via: http://www.nudisthits.com/index.dhtml?nav=contact&s=rules

3.7  We specifically forbid the practice of advertising via unsolicited instant messages ("spimming") or via unsolicited or bulk postings to bulletin boards or other public forums. Any such promotional activity will result in the Website Operator being dropped without payment from the Program. Further, we reserve the right to fully investigate, either independently or in co-operation with any third party, any violation of this section of these Terms.

Notices to NudistHits.com regarding violations of this policy may be given by electronic messages via: http://www.nudisthits.com/index.dhtml?nav=contact&s=rules

3.8  Under this Agreement the Website Operator is required to comply with the standards and policies of service providers whose users you target or otherwise reach. Many service providers, such as America Online, Inc. ("AOL"), have their own standards and policies when it comes to mass electronic communications to their members. Any Website Operator found to be violating any applicable service provider’s standards or terms will be dropped without payment from the Program. Further, we reserve the right to fully investigate, either independently or in co-operation with any third party, any violation of this section of these Terms.

AOL’s policy can be reviewed here.

3.9  You are responsible for ensuring that any of your marketing campaigns take into account that state online registers have been created to protect minors from receiving communications which contain or advertise material, products or services that a minor is prohibited by law from purchasing, viewing, possessing, participating in or otherwise receiving. Any Website Operator found to have disregarded any state online register will be dropped without payment from the Program. Further, we reserve the right to fully investigate, either independently or in co-operation with any third party, any violation of this section of these Terms.

NudistHits.com is aware of two states, Utah and Michigan, which currently have online registers to protect children. Click on the following links to review:

https://www.utahkidsregistry.com/compliance.html?vid=4g7iqqrntiim7gvs912hg752c2

https://www.protectmichild.com/compliance.html?vid=7gproaomqm2gciake2rdt7cc15

NudistHits.com does not represent or guarantee the above list is all-inclusive and recommends that the Website Operator independently research and investigate the possibility of other state or federal legislation mandating compliance with online registers or regulating the adult entertainment industry before initiating any marketing campaign.

4. NUDISTHITS.COM WARRANTIES, RESPONSIBILITIES, DUTIES

4.1  We make no warranties, either express or implied, with regard to the performance of the Link or the content of our Promoted Sites, and we expressly disclaim any warranties, including that of merchantability or fitness for a particular purpose.

4.2  Nothing in this Agreement shall be construed to create a partnership, agency or employment relationship between NudistHits.com (and its subsidiaries, affiliates, successors or assigns) and the Website Operator. No term contained in this Agreement constitutes or creates a partnership, agency or employment relationship between NudistHits.com (and its subsidiaries, affiliates, successors or assigns) and the Website Operator.

4.3  The Website Operator is fully responsible for the content and maintenance of its Marketing Method(s) including the correct integration of any Marks or other promotional materials supplied by NudistHits.com for the Marketing Method(s).

4.4  We make no guarantee of any kind with respect to the Program or the Marks or other promotional materials associated with the Program, as the Programs and Marks are provided "as-is" and are used at the sole risk of the Website Operator.

4.5  We make no guarantees to the Website Operator of any level of success or profitability stemming from participation in the Program. Website Operator agrees to bear all costs, risks of loss and expenses for participating in the Program.

4.6  Neither party shall be considered in breach of this Agreement or liable for any loss or delay due to problems caused by Acts of God, fire, natural disaster, labor stoppage or strike, computer or server failure, government action, terrorist attack or declaration or act of war outside of the control of the parties and which could not have been avoided with due care.

4.7  NudistHits.com, its subsidiaries, affiliates, directors, officers, employees, independent contractors, agents, representatives, successors and assigns shall not be liable to Website Operator, or any other person or entity, for any direct or indirect losses, injuries, or incidental, consequential or other damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) arising from or in connection with this Agreement or the use of the Program or any related materials, or due to any mistakes, omissions, delays, errors or interruptions in the Program, including, without limitation, any losses due to server problems or incorrect placement of HTML.

4.8  Website Operator shall indemnify and hold NudistHits.com, its subsidiaries, affiliates, directors, officers, employees, independent contractors, agents, representatives, assigns and successors harmless from any breach of this Agreement by Website Operator, including any use of the Program or any related materials, other than as expressly authorized in this Agreement. Website Operator agrees that the above mentioned parties shall have no liability in connection with any such breach or unauthorized use, and Website Operator agrees to indemnify them for any resulting losses, damages, judgments, awards, costs, expenses and attorneys’ fees. Website Operator shall also indemnify and hold the aforementioned parties harmless from and against any and all claims brought by third parties arising out of Website Operator’s use of the information accessed from our Promoted Sites.

5. PRIVACY POLICY

NudistHits.com respects your privacy and has developed a detailed Privacy Policy. Please take the time to read our Privacy Policy, which is incorporated by its reference into these Terms.

6. TERM AND TERMINATION

6.1  This Agreement shall be in full force and effect upon NudistHits.com accepting the Website Operator’s application for use of the Program, and will continue to be in force until terminated by either of the parties in accordance with the following termination provisions.

6.2  Website Operator may terminate this Agreement by e-mail notification to NudistHits.com. The message must clearly indicate Website Operator’s intent to terminate this Agreement.

6.3  This Agreement shall terminate immediately upon the dissolution or insolvency of either party.

6.4  We reserve the right to terminate Website Operator from the Program without advance notification for any reason. Delivery of notice via e-mail to your registered e-mail address shall be considered sufficient notice. In such a case you will be immediately notified by e-mail and will be paid for all traffic accumulated up to that pay period, except in cases where it is determined that you have violated this Agreement.

The date such e-mail notification is received by NudistHits.com’s mail server(s) or is sent by NudistHits.com to your registered e-mail address, as appropriate, will be considered the Termination Date ("Termination Date").

Any payments due shall be paid to you by NudistHits.com within one hundred and eighty (180) days of the Termination Date. This amount will include Commissions for any recurring memberships that rebill within one hundred and eighty (180) days of the Termination Date. This amount will be reduced to cover any charge-backs, refunds or processing fees incurred during the intervening 180-day period.

6.5  Upon termination of this Agreement by either party for any reason, you shall immediately cease using our Promoted Sites, Marks and any other promotional material associated with the Program.

6.6  Any warranties, indemnifications and obligations which by their nature are designed to survive termination shall extend beyond the termination of this Agreement.

7. GOVERNING LAW AND SEVERABILITY

Except as otherwise expressly stated in these Terms, all matters relating to your access to, or use of, the Program shall be governed by the laws of Ireland without regard to its conflict of laws, provisions and any disputes arising out of these Terms will be subject to the courts of Ireland. If any provision of these Terms is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

8. NON-TRANSFERABILITY

You shall not, under any circumstances, have the right to transfer or assign your license to use the Program or Marks or any other promotional materials you receive from NudistHits.com in connection with your use of the Program. You acknowledge that any attempted transfer or assignment of any such rights shall be null and void.

9. NOTICE

9.1  Notices by NudistHits.com to Website Operators may be given by electronic messages to your registered e-mail address or by a general posting to NudistHits.com. Notices to NudistHits.com by Website Operators may be given by electronic messages to http://www.nudisthits.com/index.dhtml?nav=contact.

9.2  NudistHits.com will not respond to or discuss questions or complaints raised or posted on any third party site, discussion group or other forum, unless the complainant has previously contacted NudistHits.com directly regarding the issue.

10. UNITED STATES EXPORT CONTROLS

Software from our Promoted Sites is subject to United States export controls. No software from our Promoted Sites may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using the Program, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

11. LANGUAGE

The parties have agreed that this Agreement shall be written in English. In cases where terms in any translation of this Agreement do not agree with the English version, terms set out in the English version will supersede any other version.

12. REVIEW AND AFFIRMATION OF THESE TERMS

12.1  We advise you to review these Terms with legal counsel before entering into it. You affirm that no statement made by NudistHits.com, or by its employees, representatives or agents, or by other person associated with us, either in this Agreement or by any other means, 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 these Terms are reasonable and fair, that these Terms have been fully disclosed in writing, and that you have been given a reasonable opportunity to seek advice of independent counsel with respect to this Agreement and all Transactions associated herewith.

12.2  By completing and submitting the online application, you are agreeing to be bound by these Terms. The date of execution shall be the date the online application is submitted to us.

Version [01/30/2009]